( mark one ) | |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009 | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
CORD BLOOD AMERICA, INC. |
(Exact Name of registrant as specified in its charter) |
Florida
|
65-1078768
|
|
(State or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S. Employer
Identification No.)
|
1857 Helm Drive, Las Vegas, NV
|
89119
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(702)-914-7250
|
(Issuer’s Telephone Number, Including Area Code)
|
Title of Each Class
to be so Registered:
|
Name of each exchange on which registered
|
|
None
|
None
|
Large Accelerated Filer o | Non-accelerated Filer o | Accelerated Filer o | Smaller reporting company þ |
Number of Securities to be issued
upon exercise of outstanding
options, warrants and rights
(a)
|
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
749,273,140
|
$0.01
|
||||
Equity compensation plans not approved by security holders
|
N/A
|
|||||
Outstanding warrants (1)
|
98,063,500
|
$0.06
|
-
|
|||
Total
|
847,336,640
|
$0.01
|
● | Cord operates the umbilical cord blood stem cell preservation operations, and |
● | Rain has limited operations providing television and radio advertising services. |
●
|
Collection Materials.
We provide a medical kit that contains all of the materials necessary for collecting the newborn’s umbilical cord blood at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for later testing.
|
●
|
Physician And Customer Support.
We provide 24-hour consulting services to customers as well as to physicians and labor and delivery personnel, providing any instruction necessary for the successful collection, packaging, and transportation of the cord blood & maternal blood samples.
|
●
|
Transportation.
We coordinate the transportation of the cord blood unit to our laboratory partner, Progenitor Cell Therapies, immediately following birth. This process utilizes a private medical courier, Airnet, for maximum efficiency and security.
|
●
|
Comprehensive Testing.
At the laboratory, the cord blood sample is tested for stem cell concentration levels, bacteria and blood type. The maternal blood sample is tested for infectious diseases. We report these results to the newborn’s mother.
|
●
|
Cord Blood Preservation.
After processing and testing, the cord blood unit is cryogenically frozen in a controlled manner and stored in liquid nitrogen for potential future use. Data indicates that cord blood retains viability and function for at least fifteen years when stored in this manner and theoretically could be maintained at least as long as the normal life span of an individual.
|
·
|
determination of the level of allowance for bad debt;
|
·
|
deferred revenue; and
|
·
|
revenue recognition
|
● | Collection Materials. We provide a medical kit that contains all of the materials necessary for collecting the newborn’s umbilical cord blood at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for later testing. |
● | Physician And Customer Support. We provide 24-hour consulting services to customers as well as to physicians and labor and delivery personnel, providing any instruction necessary for the successful collection, packaging, and transportation of the cord blood & maternal blood samples. |
● | Transportation. We coordinate the transportation of the cord blood unit to our laboratory partner, Progenitor Cell Therapies, immediately following birth. This process utilizes a private medical courier, Airnet, for maximum efficiency and security. |
● | Comprehensive Testing. At the laboratory, the cord blood sample is tested for stem cell concentration levels, bacteria and blood type. The maternal blood sample is tested for infectious diseases. We report these results to the newborn’s mother. |
● | Cord Blood Preservation. After processing and testing, the cord blood unit is cryogenically frozen in a controlled manner and stored in liquid nitrogen for potential future use. Data indicates that cord blood retains viability and function for at least fifteen years when stored in this manner and theoretically could be maintained at least as long as the normal life span of an individual. |
Name
|
Age
|
Position with the Company
|
||
Matthew L. Schissler
|
38
|
Chairman and Chief Executive Officer
|
||
Joseph R. Vicente
|
47
|
Director and Chief Operating Officer
|
||
Timothy McGrath
|
45
|
Director
|
Name and Position
|
Year
|
Salary ($)
|
Bonus ($) (1)
|
Option Awards ($) (2)
|
All Other
Compensation ($)
|
Total ($)
|
|||||||
StMatthew L. Schissler
|
|||||||||||||
PrChairman and Chief Executive Officer
|
2009
|
165,586
|
49,500
|
3,395,507
|
0
|
3,586,093
|
|||||||
2008
|
100,889
|
25,000
|
75,000
|
0
|
175,889
|
||||||||
Joseph Vicente
|
2009
|
112,848
|
21,900
|
1,697,754
|
0
|
1,832,502
|
|||||||
Chief Operating Officer
|
2008
|
61,869
|
14,375
|
75,000
|
0
|
151,244
|
|||||||
Name
|
Grant Date
|
All Other
Option Awards
(# of Cord
Shares)
|
Exercise Price of
Option Awards
($/Share)
|
Grant Date
Fair Value of
Option Awards
($)
|
||||||||||
Matthew L. Schissler
|
07/13/2009
|
241,096,000
|
$
|
0.003
|
$
|
723,288
|
||||||||
Chairman and Chief Executive Officer
|
12/31/2009
|
242,929,000
|
0.01
|
2,672,219
|
||||||||||
Joseph Vicente
|
07/13/2009
|
120,548,000
|
$
|
0.003
|
$
|
361,644
|
||||||||
Chief Operating Officer
|
12/31/2009
|
121,464,500
|
0.01
|
1,336,100
|
Option Awards
|
|||||||||||||||
Number of Securities
Underlying Unexercised
Options (#)
|
Option
Exercise Price
|
Option
Expiration
|
|||||||||||||
Name
|
Exercisable
|
Unexercisable
|
($)
|
Date
|
|||||||||||
StMatthew L. Schissler
|
500,000 | 0.25 |
04/29/14
|
||||||||||||
Chairman and Chief Executive Officer
|
20,555 | 0.18 |
07/01/15
|
||||||||||||
250,000 | 0.18 |
12/31/15
|
|||||||||||||
1,600,000 | 0.31 |
09/12/15
|
|||||||||||||
120,548,000 | (2 | ) | 120,548,000 | 0.003 |
07/13/13
|
||||||||||
121,464,500 | (3 | ) | 121,464,500 | 0.01 |
12/31/19
|
||||||||||
Joseph Vicente
|
50,000 | 0.25 |
04/29/14
|
||||||||||||
Chief Operating Officer
|
700,000 | (1 | ) | 175,000 | 0.25 |
01/10/15
|
|||||||||
250,000 | 0.25 |
08/01/15
|
|||||||||||||
150,000 | 0.25 |
12/31/15
|
|||||||||||||
60,274,000 | (2 | ) | 60,274,000 | 0.003 |
07/13/13
|
||||||||||
60,732,250 | (3 | ) | 60,732,250 | 0.01 |
12/31/19
|
(1)
|
These options vest equally over four years, commencing January 1, 2006 and ending January 1, 2009.
|
(2)
|
These options vest equally over four years, commencing July 13, 2010 and ending July 13, 2013.
|
(3)
|
These options vest in their entirety on December 31, 2010.
|
Name
|
Fees Earned
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|||||||||||||||||||||
Matthew Schissler
|
-- | $ | 10,000 | (1) | -- | -- | -- | -- | $ | 10,000 | ||||||||||||||||||
Timothy McGrath
|
-- | $ | 10,000 | -- | -- | -- | -- | $ | 10,000 | |||||||||||||||||||
Richard Neeson (2)
|
-- | -- | -- | -- | -- | |||||||||||||||||||||||
Joseph R. Vicente
|
-- | $ | 10,000 | (1) | -- | -- | -- | -- | $ | 10,000 |
Title Of Class
|
Name And Address
Of Beneficial Owner
(1)
|
Amount And Nature
Of Beneficial
Ownership
(2)
|
Approximate
Percent of
Class (%)
|
|||||||
Common
|
Matthew L. Schissler
|
276,886,798 | (3) | 5.47 | % | |||||
Common
|
Joseph Vicente
|
135,258,840 | (4) | 2.67 | % | |||||
Common
|
Timothy G. McGrath
|
6,627,590 | * | % | ||||||
Common
|
All executive officers and directors as a group (3 persons)
|
418,773,228 | 8.28 | % |
*
|
Less than 1% of the outstanding common stock.
|
(1)
|
Except as noted above, the address for the above identified officers and directors of the Company is c/o Cord Blood America, Inc., 1857 Helm Drive, Las Vegas, NV 89119
|
(2)
|
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of March 15, 2010 are deemed outstanding for computing the percentage of the person holding such option or warrant. Percentages are based on a total of 5,058,498,012 shares of common stock outstanding on March 15, 2010 and shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of March 15, 2010, as described above. The inclusion in the aforementioned table of those shares, however, does not constitute a admission that the named shareholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, to our knowledge based upon information produced by the persons and entities named in the table, each person or entity named in the table has sole voting power and investment power, or shares voting and/or investment power with his or her spouse, with respect to all shares of capital stock listed as owned by that person or entity.
|
(3)
|
Includes 248,138,055 currently exercisable options held by Mr. Schissler, and 5,568,920 shares and 962,625 options held by Stephanie Schissler, Mr. Schissler’s wife. Mr. Schissler disclaims beneficial ownership of the shares beneficially owned by his wife. Percentage calculation considers additional outstanding of the potential options listed herein.
|
(4)
|
Includes 124,756,250 currently exercisable options held by Mr. Vicente. Percentage calculation considers additional outstanding of the potential options listed herein.
|
2009 | 2008 | |||||||
Audit fees (1)
|
$ | 101,455 | $ | 128,975 | ||||
Tax Fees
|
$ | 10,260 | $ | 24,550 | ||||
Total
|
$ | 111,715 | $ | 153,525 |
(1)
|
Our Consolidated Financial Statements are listed on page F-1 of this Annual Report.
|
|
|
(2)
|
Financial Statement Schedules.
|
(3)
|
Exhibits:
|
EXHIBIT
|
DESCRIPTION
|
|
2.0
|
Form of Common Stock Share Certificate of Cord Blood America, Inc.
(1)
|
|
3.1
|
Amended and Restated Articles of Incorporation of Cord Blood American, Inc.
(1)
|
|
3.2
|
Articles of Amendment to Articles of Incorporation
(38)
|
|
3.1
|
Amended and Restated Bylaws of Cord Blood America, Inc.
(1)
|
|
3.2
|
Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (40)
|
|
4.01 | Convertible Promissory Note for $1,050,000 | |
4.02 | Secured and Collateralized Promissory Note for $1,000,000 | |
4.03 | Amemdment to Promissory Note | |
10.0
|
Patent License Agreement dated as of January 1, 2004 between PharmaStem Therapeutics, Inc. and Cord Partners, IInc.
(2)
|
|
10.1
|
Web Development and Maintenance Agreement dated March 18, 2004 by and between Gecko Media, Inc. and Cord Partners, Inc.
(1)
|
|
10.2
|
Stock Option Agreement dated April 29, 2004 by and between Cord Blood America, Inc. and
Matthew L. Schissler
(1)
|
|
10.3
|
Stock Option Agreement dated April 29, 2004 by and between Cord Blood America, Inc. and Joseph R. Vicente
(1)
|
|
10.4
|
Stock Option Agreement dated April 29, 2004 by and between Cord Blood America, Inc. and Gecko Media, Inc.
(1)
|
|
10.5
|
License Agreement by and between Cord Partners, Inc. and Premier Office Centers, LLC
(2)
|
|
10.6
|
Purchase and Sale of Future Receivables Agreement between AdvanceMe, Inc. and Cord Partners, Inc.
(2)
|
|
10.7
|
Promissory Note dated August 12, 2004 made by Cord Blood America, Inc. to the order of Thomas R. Walkey
(2)
|
|
10.8
|
Loan Agreement dated September 17, 2004 by and between Cord Blood America, Inc. and Thomas R. Walkey
(3)
|
|
10.9
|
Promissory Note dated January 17, 2005 made by CBA Professional Services, Inc. to the order of
Joseph R. Vicente
(4)
|
|
10.10
|
Exchange Agreement dated February 28, 2005 by and between Cord Blood America, Inc. and
Career Channel, Inc.
( 5)
|
|
10.10
|
Standby Equity Distribution Agreement dated March 22, 2004 between Cornell Capital Partners, LP and Cord Blood America, Inc.
(6)
|
|
10.12
|
Placement Agent Agreement dated March 22, 2005 between Newbridge Securities Corporation, Cornell Capital Partners, LP and Cord Blood America, Inc.
(6)
|
|
10.13
|
Registration Rights Agreement dated March 22, 2004 between Cornell Capital Partners, LP and Cord Blood America, Inc.
(6)
|
|
10.14
|
Escrow Agreement dated March 22, 2004 between Cord Blood America, Inc., Cornell Capital Partners, LP and David Gonzalez, Esq.
(6)
|
|
10.15
|
Promissory Note to Cornell Capital Partners for $350,000
(7)
|
|
10.16
|
Warrant for 1,000,000 shares of common stock to Cornell Capital Partners
(7)
|
|
10.17
|
Pledge and Escrow Agreement with Cornell Capital Partners
(7)
|
|
10.18
|
Exchange Agreement with Family Marketing Inc.
(8)
|
|
10.19
|
Amended and Restated Promissory Note with Cornell Capital Partners for $600,000
(9)
|
|
10.20
|
Amendment Agreement to a Promissory Note with Cornell Capital Partners
(10)
|
|
10.21
|
Promissory Note to Cornell Capital Partners for $500,000
(11)
|
|
10.22
|
Warrant to Purchase Common Stock by Cornell Capital Partners
(12)
|
|
10.23
|
Security Agreement between Family Marketing Inc. and Cornell Capital Partners
(12)
|
|
10.24
|
Security Agreement between Career Channel Inc. and Cornell Capital Partners
(12)
|
|
10.25
|
Security Agreement between CBA Professional Services Inc. and Cornell Capital Partners
(12)
|
|
10.26
|
Security Agreement between CBA Properties Inc. and Cornell Capital Partners
(12)
|
|
10.27
|
Security Agreement between Cord Blood America Inc. and Cornell Capital Partners
(12)
|
|
10.28
|
Security Agreement between Cord Partners Inc. and Cornell Capital Partners
(12)
|
|
10.29
|
Pledge and Escrow Agreement by Cord Blood America, Inc, Cornell Capital Partners, and David Gonzalez, Esq.
(12)
|
|
10.30
|
Insider Pledge and Escrow Agreement by Cornell Capital Partners, Cord Blood America, Inc., Matthew L. Schissler, and David Gonzalez, Esq.
(12)
|
|
10.31
|
Investor Registration Rights Agreement between Cord Blood America, Inc. and Cornell Capital Partners
(12)
|
|
10.32
|
Securities Purchase Agreement between Cord Blood America, Inc. and Cornell Capital Partners
(12)
|
|
10.33
|
Warrant to Purchase Common Stock by Cornell Capital Partners
(12)
|
|
10.34
|
Secured Convertible Debenture issued by Cord Blood America, Inc. to Cornell Capital Partners
(12)
|
|
10.35
|
Secured Convertible Debenture issued by Cord Blood America, Inc. to Cornell Capital Partners
(13)
|
EXHIBIT | DESCRIPTION | |
10.36
|
Amended and Restated Secured Convertible Debenture issued by Cord Blood America, Inc. to Cornell Capital Partners
(13)
|
|
10.37
|
Termination Agreement between Cord Blood America, Inc. to Cornell Capital Partners
(13)
|
|
10.38
|
Employment Agreement dated January 1, 2006 by and between Cord Blood America, Inc. and Matthew L. Schissler
(14)
|
|
10.39
|
Consulting Agreement dated January 1, 2006 by and between Cord Blood America, Inc. and Stephanie Schissler
(14)
|
|
10.40
|
Stock Option Schedule dated January 1, 2006 by and between Cord Blood America, Inc. and Stephanie Schissler
(14)
|
|
10.41
|
Asset Purchase Agreement between Cord Partners, Inc. and Cryobank for Oncologic and Reproductive Donors, Inc.
(15)
|
|
10.42
|
Board Compensation Plan
(16)
|
|
10.42
|
Web Development and Maintenance Agreement with Gecko Media, Inc.
(17)
|
|
10.43
|
Investment Banking Agreement with Kings Pointe Capital, Inc.
(18)
|
|
10.44
|
Investment Banking Agreement with FAE Holdings, Inc.
(18)
|
|
10.45
|
Investment Banking Agreement with First SB Partners, Inc.
(18)
|
|
10.46
|
Agreement with Cornell Capital Partners, LP
(19)
|
|
10.47
|
Subscription Agreement with Strategic Working Capital Fund, L.P.
(20)
|
|
10.48
|
Promissory Note for the Benefit of Strategic Working Capital Fund, L.P.
(20)
|
|
10.49
|
Funds Escrow Agreement with Strategic Working Capital Fund, L.P.
(20)
|
|
10.50
|
Severance Agreement, dated September 8, 2006, between the Company and Sandra Anderson
(21)
|
|
10.51
|
Stock Purchase Agreement, dated September 5, 2006, between the Company and Noah Anderson
(21)
|
|
10.52
|
Asset Purchase Agreement, executed October 13, 2006, between the Company and CorCell, Inc.
(22)
|
|
10.53
|
Stock Purchase Agreement, executed October 13, 2006, between the Company and Independence Blue Cross
(22)
|
|
10.54
|
Existing Samples Purchase Agreement, executed October 13, 2006, between the Company and Independence Blue Cross
(22)
|
|
10.55
|
Registration Rights Agreement, executed October 13, 2006, between the Company and Independence Blue Cross
(22)
|
|
10.56
|
Existing Samples Purchase Agreement, executed October 13, 2006, between the Company and CorCell, Inc.
(22)
|
|
10.57
|
Bill of Sale, executed October 13, 2006, between the Company and CorCell, Inc.
(22)
|
|
10.58
|
Assumption Agreement, executed October 13, 2006, between the Company and CorCell, Inc.
(22)
|
|
10.59
|
Trademark Assignment, executed October 13, 2006, between the Company and CorCell, Inc.
(22)
|
|
10.60
|
Non-Competition Agreement, executed October 13, 2006, between the Company and CorCell, Inc.
(22)
|
|
10.61
|
Office Sublease, executed October 13, 2006, between the Company and CorCell, Inc.
(22)
|
|
10.62
|
Employment Agreement Assignment, executed October 13, 2006, between the Company and Bruce Ditnes
(22)
|
|
10.63
|
Employment Agreement Assignment, executed October 13, 2006, between the Company and Jill Hutt
(22)
|
|
10.64
|
Employment Agreement Assignment, executed October 13, 2006, between the Company and Antonia Lafferty
(22)
|
|
10.65
|
Employment Agreement Assignment, executed October 13, 2006, between the Company and Marcia Laleman
(22)
|
|
10.66
|
Employment Agreement Assignment, executed October 13, 2006, between the Company and Marion Malone
(22)
|
|
10.67
|
Employment Agreement Assignment, executed October 13, 2006, between the Company and George Venianakis
(22)
|
|
10.68
|
Technology License Agreement, executed October 13, 2006, between the Company and Vita34AG
(22)
|
|
10.69
|
Agreement by and between Cord Blood America, Inc and Cornell Capital Partners, LP executed October 13, 2006
(23)
|
|
10.70
|
Promissory Note dated October 23, 2006 between the Company and Bergen Regional Community Blood Services
(24)
|
|
10.71
|
Stock Pledge, Escrow and Security Agreement dated October 23, 2006 for the benefit Bergen Regional Community Blood Services
(25)
|
|
10.72
|
Placement Agency Agreement, dated December 18, 2006, by and between the Company and Stonegate Securities, I IInc.
(26)
|
|
10.73
|
Consulting Agreement dated June 1, 2007, by and between Cord Blood America, Inc. and Midtown Partners & Co., LLC
(27)
|
|
10.74
|
Exclusive Consulting Agreement, dated May 21, 2007, by and between Cord Blood America, Inc. and Jean R. Fuselier, Sr.
(27)
|
|
10.75
|
Exclusive Consulting Agreement, dated May 21, 2007, by and between Fuselier Holding, LLC and Cord Blood America, Inc.
(27)
|
|
10.76
|
Promissory Note in the amount of $121,500 to Stephanie Schissler
(28)
|
|
10.77
|
Promissory Note in the amount of $76,950 to Stephanie Schissler
(28)
|
|
10.78
|
Promissory Note in the amount of $25,650 to Matthew L. Schissler
(28)
|
EXHIBIT | DESCRIPTION | |
10.79
|
Pledge Agreement, dated September 28, 2007, between Cord Blood America, Inc., and Stephanie Schissler, rrelating to a note in the amount of $121,500
(28)
|
|
10.80
|
Pledge Agreement, dated September 28, 2007, between Cord Blood America, Inc., and Stephanie Schissler, rrelating to a note in the amount of $76,950
(28)
|
|
10.81
|
Pledge Agreement, dated September 28, 2007, between Cord Blood America, Inc., and Matthew L. Schissler
(28)
|
|
10.82
|
Asset Purchase Agreement, dated August 20, 2007, among Cord Partners, Inc., Cord Blood America, Inc., and CureSource, Inc.
(29)
|
|
10.83
|
Form of Senior Convertible Note
(30)
|
|
10.84
|
Form of Warrant to Purchase Common Stock
(30)
|
|
10.85
|
Secured Original Issue Discount Debenture, by CorCell
(30)
|
|
10.86
|
Common Stock Purchase Warrant, dated November 26, 2007, by Cord Blood America, Inc.
(30)
|
|
10.87
|
Securities Purchase Agreement, dated November 26, 2007, by and among Cord Blood America, Inc., Enable Growth Partners LP, and the other Purchasers
(30)
|
|
10.88
|
Security Agreement, dated November 26, 2007, among Cord Blood American, Inc. and the Purchasers
(30)
|
|
10.89
|
Registration Rights Agreement, dated November 26, 2007, among Cord Blood America, Inc. and the Purchasers
(30)
|
|
10.90
|
Second Amendment, dated November 26, 2007, to the Securities Purchase Agreement, dated as of February 14, 22007, as amended by the First Amendment, dated as of April 9, 2007, by and among CorCell, Cord Blood America, Inc., and Shelter Island
(30)
|
|
10.91
|
CorCell Security Agreement, dated as of November 26, 2007, by and between Cord Blood America, Inc., and Shelter Island
(30)
|
|
10.92
|
Put Option Agreement, dated as of November 26, 2007, by and between Cord Blood America, Inc. and Shelter Island
(30)
|
|
10.93
|
Subordination Agreement, dated November 26, 2007, by and between Cord Blood America, Inc., CorCell, Career Channel, Inc., the Purchasers and Shelter Island
(30)
|
|
10.94
|
Manufacturing Support Services Agreement, dated August 1, 2007, by and between Cord Blood American, Inc. and Progenitor Cell Therapy, LLC
(31)
|
|
10.95
|
Form of Sublease, dated October 1, 2006, by and between CorCell, Inc. and Cord Blood America, Inc.
(31)
|
|
10.96
|
Securities Purchase Agreement between the Company and Tangiers dated June 27, 2008
(32)
|
|
10.97
|
Registration Rights Agreement between the Company and Tangiers dated June 27, 2008
(32)
|
|
10.98
|
Waiver Letter, dated May 22, 2008, by and among the Company and Enable Growth Partners LP, Enable Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC, ena.
(33)
|
|
10.99
|
Fourth Amendment to Securities Purchase Agreement, dated June 3, 2008, by and among CorCell, Ltd., the Company, Career Channel, Inc., a Florida corporation d/b/a Rainmakers International, and Shelter Island Opportunity Fund, LLC
(33)
|
|
10.100
|
Form of Common Stock Purchase Warrant to Purchase Shares of Common Stock of the Company
(33)
|
|
10.101
|
Form of Lock-Up Agreement.
(33)
|
|
10.102
|
7% Convertible Debenture, dated October 28, 2008
(34)
|
|
10.103
|
Amendment No. 1 to Securities Purchase Agreement, dated November 25, 2008
(35)
|
|
10.104
|
Amendment No. 1 to Securities Purchase Agreement filed herewith dated January 22, 2009
(36)
|
|
10.105
|
Employment Agreement between the Company and Joseph Vicente
|
|
10.106
|
Amendment Agreement, dated as of February 20, 2009, by and among Shelter Island Opportunity Fund, LLC, Corcell Ltd. and Cord Blood America, Inc. (39)
|
|
10.107 | Lease for Las Vegas facility | |
10.108 | 2010 Flexible Stock Option Plan | |
21
|
List of Subsidiaries
(37)
|
|
23.1 | Consent of Independent Registered Public Accounting Firm | |
Certification of the registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ((Filed Herewith)
|
||
Certification of the registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ((Filed Herewith)
|
||
Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith)
|
CORD BLOOD AMERICA, INC. | |||
March 31, 2010
|
By:
|
/s/ Matthew L. Schissler | |
Matthew L. Schissler | |||
Chief Executive Officer(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
|
|||
/s/
Matthew L. Schissler
|
|||
Matthew L. Schissler
|
March 31, 2010
|
||
CEO and Chairman (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director)
|
|||
|
|||
/s/
Joseph Vicente
|
|||
Joseph Vicente
|
March 31, 2010
|
||
Director
|
|||
|
|||
/s/
Timothy McGrath
|
|||
Timothy McGrath
|
March 31, 2010
|
||
Director
|
|||
Page
|
||||
Report of Independent Registered Public Accounting Firm
|
F-2 | |||
Consolidated Balance Sheets
|
F-3 | |||
Consolidated Statements of Operations
|
F-4 | |||
Consolidated Statements of Changes in Stockholders’ Deficit
|
F-5 | |||
Consolidated Statements of Cash Flows
|
F-6 | |||
Notes to the Consolidated Financial Statements
|
F-8 |
ASSETS
|
||||||||
Current assets:
|
December 31, 2009
|
December 31, 2008
|
||||||
Cash | $ | 716,576 | $ | -- | ||||
Accounts receivable, net of allowance for doubtful accounts of $70,000 and $45,000
|
174,103 | 106,075 | ||||||
Supplies
|
-- | 2,574 | ||||||
Prepaid expenses
|
-- | 47,685 | ||||||
Total current assets
|
890,679 | 156,334 | ||||||
Property and equipment, net of accumulated depreciation and amortization of $146,888 and $293,741
|
383,597 | 49,435 | ||||||
Deferred financing costs
|
-- | 648,767 | ||||||
Customer contracts and relationships, net of amortization of $1,477,399 and $954,124
|
3,848,319 | 4,371,594 | ||||||
Other assets
|
-- | 21,085 | ||||||
Total assets
|
$ | 5,122,595 | $ | 5,247,215 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Bank overdraft
|
$ | -- | $ | 17,083 | ||||
Accounts payable
|
709,519 | 1,173,850 | ||||||
Accrued expenses
|
380,543 | 2,161,704 | ||||||
Deferred revenue
|
1,475,261 | 1,194,987 | ||||||
Advances from Officers
|
29,229 | 120,448 | ||||||
Capital lease obligations
|
-- | 2,589 | ||||||
Derivatives Liability
|
2,405,553 | 2,098,318 | ||||||
Promissory notes payable, net of unamortized discount of $83,784 and $1,309,384
|
161,886 | 6,824,915 | ||||||
Total current liabilities
|
5,161,991 | 13,593,894 | ||||||
Stockholders’ deficit:
|
||||||||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding
|
-- | -- | ||||||
Common stock, $.0001 par value, 6,950,000,000 shares authorized, 4,947,735,145 and 439,342,817 shares issued and outstanding, inclusive of treasury shares
|
494,774 | 43,923 | ||||||
Additional paid-in capital
|
34,763,094 | 28,697,523 | ||||||
Common stock held in treasury stock, 2,000,000 and 36,000,000 shares
|
(599,833 | ) | (12,159,833 | ) | ||||
Accumulated deficit
|
(34,697,431 | ) | (24,928,292 | ) | ||||
Total stockholders’ deficit
|
(39,396 | ) | (8,346,679 | ) | ||||
Total liabilities and stockholders’ deficit
|
$ | 5,122,595 | $ | 5,247,215 |
Year Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Revenue
|
$ | 3,237,183 | $ | 4,169,949 | ||||
Cost of services
|
1,454,315 | 1,840,418 | ||||||
Gross Profit
|
1,782,868 | 2,329,531 | ||||||
Administrative and selling expenses
|
7,299,194 | 3,695,403 | ||||||
Loss from operations
|
(5,516,326 | ) | (1,365,872 | ) | ||||
Interest expense and change in derivatives liability
|
(4,252,813 | ) | (5,551,139 | ) | ||||
Net loss before income taxes
|
(9,769,139 | ) | (6,917,011 | ) | ||||
Income taxes
|
-- | -- | ||||||
Net Loss
|
$ | (9,769,139 | ) | $ | (6,917,011 | ) | ||
Basic and diluted loss per share
|
$ | (0.00 | ) | $ | (0.03 | ) | ||
Weighted average common shares outstanding
|
2,479,335,673 | 267,912,505 |
Common Stock
|
||||||||||||||||||||||||
Shares
|
Amount
|
Additional Paid-in Capital
|
Treasury Stock
|
Accumulated Deficit
|
Total
|
|||||||||||||||||||
Balance, December 31, 2007
|
195,558,923 | $ | 19,569 | $ | 31,985,408 | (17,159,833 | ) | $ | (18,011,281 | ) | $ | (3,166,137 | ) | |||||||||||
Shares issued for services
|
85,334,119 | 8,509 | 474,399 | 482,908 | ||||||||||||||||||||
Shares issued for financing
|
28,144,999 | 2,815 | 302,263 | 305,078 | ||||||||||||||||||||
Reclassification of derivative liability upon exercise of warrants, net of gains
|
209,371 | 209,371 | ||||||||||||||||||||||
Issuance of common shares for debt conversion
|
96,624,959 | 9,662 | 280,248 | 289,910 | ||||||||||||||||||||
Warrants exercised
|
36,046,229 | 3,605 | 311,178 | 314,783 | ||||||||||||||||||||
Share-based compensation
|
2,633,588 | 263 | 134,156 | 134,419 | ||||||||||||||||||||
Treasury shares
|
(5,000,000 | ) | (500 | ) | (4,999,500 | ) | 5,000,000 | |||||||||||||||||
Net Loss
|
(6,917,011 | ) | (6,917,011 | ) | ||||||||||||||||||||
Balance, December 31, 2008
|
439,342,817 | $ | 43,923 | $ | 28,697,522 | $ | (12,159,833 | ) | $ | (24,928,292 | ) | $ | (8,346,679 | ) | ||||||||||
Shares issued for services
|
100,672,187 | 10,067 | 489,465 | 499,532 | ||||||||||||||||||||
Shares issued for financing
|
325,323,972 | 32,532 | 1,217,468 | 1,250,000 | ||||||||||||||||||||
Share-based compensation
|
4,550,000 | 455 | 2,929,643 | 2,930,098 | ||||||||||||||||||||
Issuance of common shares for debt conversion
|
4,025,799,813 | 402,580 | 10,408,983 | 10,811,563 | ||||||||||||||||||||
Warrants exercised
|
32,713,022 | 3,271 | 267,191 | 270,462 | ||||||||||||||||||||
Shares issued for liquidated damages
|
53,333,334 | 5,333 | 961,947 | 967,280 | ||||||||||||||||||||
Treasury shares
|
(34,000,000 | ) | (3,400 | ) | (11,556,600 | ) | 11,560,000 | |||||||||||||||||
Reclassification of derivative liability upon exercise of warrants
|
1,347,487 | 1,347,487 | ||||||||||||||||||||||
Net Loss
|
(9,769,139 | ) | (9, 769,139 | ) | ||||||||||||||||||||
Balance, December 31, 2009
|
4,947,735,145 | $ | 494,773 | $ | 34,763,094 | $ | 599,833 | $ | (34,697,431 | ) | $ | (39,396 | ) |
2009
|
2008
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net Loss
|
$ | (9,769,139 | ) | $ | (6,917,011 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||
Issuance of stock for services
|
516,562 | 787,486 | ||||||
Amortization of deferred financing costs
|
648,767 | 579,104 | ||||||
Amortization of loan discount
|
1,943,805 | 2,839,321 | ||||||
Share based compensation
|
2,913,068 | 134,419 | ||||||
Bad debt
|
25,000 | 59,455 | ||||||
Depreciation and amortization
|
590,757 | 586,350 | ||||||
Change in value of derivative liability
|
987,601 | 1,150,079 | ||||||
Net Change in operating assets and liabilities
|
256,954 | 404,684 | ||||||
Net cash used in operating activities
|
(1,886,625 | ) | (376,113 | ) | ||||
Cash Flows from Investing Activities
|
||||||||
Purchase of property and equipment
|
(399,138 | ) | -- | |||||
Net cash used in investing activities
|
(399,138 | ) | -- | |||||
Cash Flows from Financing Activities
|
||||||||
Proceeds from the issuance of notes payable
|
1,786,025 | 500,022 | ||||||
Payments on notes payable
|
(200,441 | ) | (724,952 | ) | ||||
Payments on capital lease obligations
|
(1,144 | ) | ||||||
Net payments on advances from shareholders
|
(84,036 | ) | (68,507 | ) | ||||
Proceeds from issuance of common stock
|
1,520,462 | 314,783 | ||||||
Bank overdraft
|
(17,083 | ) | 17,083 | |||||
Net cash provided by financing activities
|
3,002,338 | 37,285 | ||||||
Net increase (decrease) in cash and cash equivalents
|
716,576 | (338,828 | ) | |||||
Cash and Cash Equivalents, beginning of year
|
-- | 338,828 | ||||||
Cash and Cash Equivalents, end of year
|
$ | 716,576 | $ | 0 |
2009
|
2008
|
|||||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
|
$ | 132,804 | $ | 185,508 | ||||
Supplemental Schedule of Non-Cash Investing and Financing Activities:
|
||||||||
Conversion of debt and payables into common shares
|
10,699,016 | 289,910 |
·
|
Cord
specializes in providing private cord blood stem cell preservation services to families.
|
·
|
BodyCells
is a developmental stage company in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells, allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy.
|
·
|
Properties
was formed to hold the corporate trademarks and other intellectual property of CBAI.
|
·
|
Rain
specializes in creating direct response television, radio, on-hold and motor sports advertising campaigns, including media placement and commercial production.
|
·
|
Level 1 – quoted prices in active markets for identical assets or liabilities.
|
·
|
Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.
|
·
|
Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.
|
Level I
|
Level II
|
Level III
|
Total
|
||||||||||
Cash
|
$
|
716,576
|
$
|
$
|
$
|
716,576
|
|||||||
Derivatives liability
|
(2,405,553)
|
(2,405,553)
|
Risk free interest rate | 0.20% to 1.70% |
Expected life | 0 to 4 years |
Dividend Yield | 0% |
Volatility | 0% to 165% |
Level I
|
Level II
|
Level III
|
Total
|
||||||||||
Cash
|
$
|
(17,083)
|
$
|
$
|
$
|
(17,083)
|
|||||||
Derivatives liability
|
(2,098,318)
|
(2,098,318)
|
Risk free interest rate
|
0.27% to 3%
|
Expected life
|
0 to 5 years
|
Dividend Yield
|
0%
|
Volatility
|
0% to 165%
|
Value at December 31, 2007 | $ | 1,309,854 | ||
Increase in Value | 1,150,079 | |||
Reclassification of value of Warrants exercised | (361,615 | ) | ||
Value at December 31, 2008 | $ | 2,098,318 | ||
Issuance of Instruments | 668,205 | |||
Increase in Value | 987,601 | |||
Reclassification | (1,348,571 | ) | ||
Value at December 31, 2009 | $ | 2,405,553 |
Useful Life (Years)
|
2009
|
2008
|
||||||||||
Furniture and fixtures
|
1-5 | $ | 62,315 | $ | 69,477 | |||||||
Computer equipment
|
5 | 37,099 | 116,396 | |||||||||
Laboratory Equipment
|
1-5 | 61,307 | -- | |||||||||
Freezer equipment
|
7-15 | 301,777 | 157,303 | |||||||||
Leasehold Improvements
|
5 | 67,987 | -- | |||||||||
530,485 | 343,176 | |||||||||||
Less: accumulated depreciation and amortization | (146,888 | ) | (293,741 | ) | ||||||||
$ | 383,597 | $ | 49,435 |
2009
|
2008
|
|||||||
Accrued salaries and benefits
|
$ | -- | $ | 173,121 | ||||
Accrued interest and related financing expenses
|
-- | 1,753,440 | ||||||
Other accrued expenses
|
120,176 | 219,643 | ||||||
Deferred Rent
|
260,367 | 15,500 | ||||||
$ | 380,543 | $ | 2,161,704 |
2009
|
2008
|
|||||||
Secured Convertible Debenture payable to Cornell Capital Partners (a/k/a YA Global Advisors, L.P.), secured by substantially all of the Company's assets, interest at 10% per annum, principal and interest due on December 23, 2008
|
-- | $ | 1,474,100 | |||||
Secured Convertible Debenture payable to Enable Capital, secured by substantially all of the Company's assets, interest at 10% per annum, principal and interest due on December 23, 2008
|
-- | 2,227,464 | ||||||
Promissory Note payable to Strategic Working Capital Fund, L.P., interest at 8% per annum, due August 2, 2008
|
-- | 302,032 | ||||||
0% Convertible Debenture payable to Enable Capital, effective interest rate of 72% per annum (considering the loan discount), due July 31, 2010
|
38,189 | 1,823,823 | ||||||
Secured Original Discount Debenture payable to Shelter Island Opportunity Fund, LLP, interest at 11.25% per annum, maturing in August, 2009
|
-- | 1,650,000 | ||||||
2
nd
Secured Discount Debenture payable to Shelter Island Opportunity Fund, LLP, interest at 18% per annum, 4 equal payments remaining, maturing in May, 2009
|
-- | 67,251 | ||||||
Advance on credit card sales
|
-- | 133,190 | ||||||
Convertible Note payable to CorCell, Inc., interest at 8% per annum, due in 2008
|
-- | 212,959 | ||||||
Convertible Note payable to Tangiers Investors, LP, interest at 7% per annum, principal and interest due March 28, 2010
|
-- | 160,000 | ||||||
Promissory Note payable to CorCell, Inc., interest at 10.5% per annum, due March, 2008
|
-- | 83,480 | ||||||
Convertible Promissory Note Payable to JMJ Financial, secured by $1.3 million of the Company’s assets, one-time interest charge of 10.38%, due May 5, 2012
|
57,482 | -- | ||||||
Convertible Promissory Note Payable to JMJ Financial, secured by $1.05 million of the Company’s assets, one-time interest charge of 10%, due October 26, 2012
|
150,000 | -- | ||||||
245,671 | 8,134,299 | |||||||
Less: Unamortized Discount
|
(83,784 | ) | (1,309,384 | ) | ||||
$ | 161,887 | $ | 6,824,915 |
2010
|
$ | 149,709 | ||
2011
|
275,569 | |||
2012
|
251,139 | |||
2013
|
154,082 | |||
2014
|
118,142 | |||
$ | 948,641 |
2009
|
2008
|
|||||||
Risk-free interest rate
|
3.06 | % | 3.24 | % | ||||
Expected life
|
4 – 10 years
|
6 years
|
||||||
Dividend yield
|
0.00 | % | 0.00 | % | ||||
Volatility
|
131.0 – 165.0 | % | 165.0 | % |
Weighted Average
|
||||||||||||
Option Shares
|
Exercise Price per Share
|
Contractual Remaining Life, in Years
|
||||||||||
Outstanding at January 1, 2008
|
5,808,140 | $ | 0.26 | |||||||||
Granted
|
17,500,000 | 0.01 | ||||||||||
Exercised
|
- | |||||||||||
Expired/Forfeited
|
- | - | ||||||||||
Outstanding at December 31, 2008
|
23,308,140 | 0.07 | 5.5 | |||||||||
Granted
|
725,965,000 | 0.01 | ||||||||||
Exercised
|
- | |||||||||||
Expired/Forfeited
|
- | |||||||||||
Outstanding at December 31, 2009
|
749,273,140 | $ | 0.01 | 7.3 | ||||||||
Exercisable at December 31, 2009
|
376,879,390 | $ | 0.01 | 6.7 |
Range of Exercise Prices
|
Number of Options
|
Weighted Average Remaining Contractual Life(years)
|
Weighted Average Exercise Price
|
Number of Options Exercisable
|
Weighted Average Contractual Life
|
Weighted Average Exercise Price
|
||||||||||||||||||||
$
|
0.00 — 0.20
|
744,470,692
|
7.33
|
$
|
0.01
|
372,079,942
|
6.72
|
$
|
0.01
|
|||||||||||||||||
$
|
.21 — 0.30
|
3,012,600
|
4.87
|
0.25
|
3,012,600
|
4.87
|
0.25
|
|||||||||||||||||||
$
|
.31 — 0.51
|
1,789,848
|
5.69
|
0.31
|
1,786,848
|
5.69
|
0.31
|
|||||||||||||||||||
749,273,140
|
7.32
|
$
|
0.01
|
376,879,390
|
6.70
|
$
|
0.01
|
Weighted Average Grant Date Fair Value per Share | ||||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Nonvested at January 1,
|
13,962,500
|
765,000
|
$
|
0.01
|
$
|
0.23
|
||||||||||
G Granted
|
726,037,500
|
17,500,000
|
0.01
|
0.01
|
||||||||||||
Vested
|
(367,606,250)
|
(4,202,500)
|
0.01
|
0.01
|
||||||||||||
P Pre-vested forfeitures
|
-
|
-
|
||||||||||||||
Nonvested at December 31,
|
372,393,750
|
13,962,500
|
$
|
0.01
|
$
|
0.01
|
Weighted Average Exercise Price | ||||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
O Outstanding, beginning of year
|
77,575,980 | 136,034,592 | $ | 0.15 | $ | 0.11 | ||||||||||
Granted
|
54,200,542 | 13,452,481 | 0.00 | 0.02 | ||||||||||||
Exercised
|
(32,713,022 | ) | (70,911,093 | ) | 0.03 | 0.01 | ||||||||||
Forfeited
|
— | — | — | — | ||||||||||||
Expired
|
(1,000,000 | ) | — | 0.19 | — | |||||||||||
Outstanding — end of year
|
98,063,500 | 77,575,980 | 0.06 | 0.15 | ||||||||||||
Exercisable at end of year
|
98,063,500 | 77,575,980 | $ | 0.06 | $ | 0.15 | ||||||||||
Weighted average fair value of warrants granted during the year:
|
$ | 0.0037 | $ | 0.0166 |
Range of Exercise Prices
|
Number of Shares
|
Warrants Outstanding
Weighted Average Remaining Contractual Life (years)
|
Weighted Average Exercise Price
|
Warrants Number of Shares Exercisable
|
Exercisable Weighted Average Exercise Price
|
|||||||||||||||||
$
|
0.0086 — 0.037
|
70,569,690
|
2.62
|
$
|
0.008
|
70,569,690
|
$
|
0.008
|
||||||||||||||
$
|
0.101 — 0.400
|
27,493,810
|
1.72
|
0.177
|
27,493,810
|
0.177
|
||||||||||||||||
98,063,500
|
2.36
|
$
|
0.055
|
98,063,500
|
$
|
0.055
|
Cord Blood
Umbilical
|
Radio/
Television
|
Segments
Total
|
Consolidated
Total
|
|||||||||||||
Revenue from External Customers
|
$ | 3,036,325 | $ | 200,858 | $ | 3,237,831 | $ | 3, 237,183 | ||||||||
Interest Expense and change in derivative liability
|
4,279,147 | 3,666 | 4,252,813 | 4,252,813 | ||||||||||||
Depreciation and Amortization
|
570,757 | 570,757 | 570,757 | |||||||||||||
Segment Income (Loss)
|
(9,707,645 | ) | (61,494 | ) | (9,769,139 | ) | (9,769,139 | ) | ||||||||
Capital Expenditures | 399,138 | 0 | 399,138 | 399,138 | ||||||||||||
Segment Assets
|
$ | 5,122,595 | $ | - | $ | 5,122,595 | $ | 5,122,595 |
Radio/
|
||||||||||||||||
Umbilical
|
Television
|
Segments
|
Consolidated
|
|||||||||||||
Cord Blood
|
Advertising
|
Total
|
Total
|
|||||||||||||
Revenue from External Customers
|
$ | 3,418,287 | $ | 751,662 | $ | 4,169,949 | $ | 4,169,949 | ||||||||
Interest Expense and change in derivative liability
|
5,544,339 | 6,800 | 5,551,139 | 5,551,139 | ||||||||||||
Depreciation and Amortization
|
586,350 | - | 586,350 | 586,350 | ||||||||||||
Segment Income (Loss)
|
(7,063,507 | ) | 146,496 | (6,917,011 | ) | (6,917,011 | ) | |||||||||
Segment Assets
|
$ | 5,214,253 | $ | 32,962 | $ | 5,247,215 | $ | 5,247,215 |
The "Lender" shall be:
|
JMJ Financial / Its Principal, or Its Assignees
|
The "Principal Sum" shall be:
|
$l,050,000(one million fifty thousand US Dollars): Subject to the following: accrued, unpaid interest shall be added to the Principal Sum.
|
The "Consideration" shall be:
|
$l,000,000(one million dollars) in the form of the Secured & Collateralized Promissory Note Document C-04282009b (including Security & Collateral Agreement).
|
The "Interest Rate" shall be:
|
10% one-time interest charge on the Principal Sum. No interest or principal payments are required until the Maturity Date, but both principal and interest may be included in conversion prior to maturity date.
|
The "Conversion Price" shall be the
following price:
|
As applied to the Conversion Formula set forth in 2.2, 85% (eighty-five percent) of the average of the five (5) lowest trade prices in the 20 trading days previous to the conversion; as applies to Cord Blood America, Inc. voting common stock.
|
The "Maturity Date" is the date upon which the Principal Sum of this Note, as well as any unpaid interest shall
be
due and payable, and
that date shall be:
|
3 (three) years from the Effective Date, as defined below on the signature page.
|
The "Prepayment Terms" shall be:
|
Prepayment of 90% (ninety percent) is permitted at any time in the form of the following: (1) cash, or (2) other negotiated form of payment mutually agreed to in writing, or (3) by surrender of the Convertible Promissory Note Document C-04282009b.
|
Date of Conversion:__________________________________________________
Conversion Amount:___________________________________________________
ConversionPrice:________________________________________________________
Shares To Be Delivered:_________________________________________________
Signature: ___________________________________________________________
Print Name:__________________________________________________________
Address:______________________________________________________________
|
The "Holder" shall be:
|
Cord Blood America, Inc.
|
The "Principal Sum" shall be:
|
$1,000,000 (one million US Dollars); Subject to the following: accrued, unpaid interest shall be added to the Principal Sum.
|
The "Consideration" shall be:
|
$1,000,000 (one million US dollars) in the form of this $1,000,000 Secured & Collateralized Promissory Note as memorialized and evidenced by the attached Exhibit A Collateral and Security Agreement.
|
The "Interest Rate" shall be:
|
10.5% one-time interest charge on the Principal Sum. No interest or principal payments are required until the Maturity Date, but both principal and interest may be prepaid prior to maturity date.
|
The "Recourse" terms shall be:
|
This is a full recourse Note such that, for example, if the Writer defaults on the payment of this Note, forcing the Holder to foreclose on the security/collateral and there is a deficiency between (1) the outstanding principal and interest amount and (2) the foreclosure liquidation amount; then the Holder has the right to pursue additional claims against the Writer for that deficiency.
|
The "Collateral" or "Security" shall be:
|
1,000,000 units of STIC AIM Liquidity Portfolio Select Investment Fund (or similar equivalent), or $1,000,000 worth of any other assets, as memorialized and evidenced by the attached Exhibit A Collateral and Security Agreement.
|
The "Maturity Date" is the date upon which the Principal Sum of this Note, as well as any unpaid interest shall be due and payable, and that date shall be
:
|
Three years from the Effective Date, as defined below on the signature page.
|
The "Prepayment Terms" shall be:
|
Prepayment of 90% (ninety percent) is permitted at any time in the form of the following: (1) cash, or (2) other negotiated form of payment mutually agreed to in writing, or (3) by surrender of the Convertible Promissory Note Document B-04282009.
|
/s/Matthew
Schissler
|
/s/
|
|||
Matthew
Schissler
|
JMJ
Financial / Its Principal
|
|||
Chairman
& CEO
Cord Blood America, Inc.
|
|
1.
|
I
have reviewed this annual report on Form 10-K of Cord Blood America,
Inc.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent
functions);
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
March 31,
2010
|
By:
|
/s/
Matthew
L. Schissler
|
|
Matthew
L. Schissler
|
|||
Chief
Executive Officer (Principal Executive Officer)
|
|||
1.
|
I
have reviewed this annual report on Form 10-K of Cord Blood America,
Inc.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent
functions);
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
March 31,
2010
|
By:
|
/s/
Matthew
L. Schissler
|
|
Matthew
L. Schissler
|
|||
Chief
Executive Officer (Principal Executive Officer)
|
|||
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company
as of December 31, 2009, and for the period then
ended.
|
March 31,
2010
|
||
By:
|
/s/
MATTHEW L. SCHISSLER
|
|
Matthew
L. Schissler
|
||
Chairman
of the Board, Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial
Officer)
|