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):   September 25, 2012
 
CORD BLOOD AMERICA, INC.
 (Exact name of registrant as specified in its charter)
 
Florida
 
000-50746
 
90-0613888
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)

1857 Helm Drive, Las Vegas, NV 89119
 (Address of Principal Executive Office) (Zip Code)

(702) 914-7250
 (Registrant’s telephone number, including area code)
_______________________________
 
Copies to:
Joseph R. Vicente
1857 Helm Drive, Las Vegas, NV 89119
Phone: (702) 914-7250
Fax: (702) 914-7251
 
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))
 
 

 
 
 
 
 
Item 5.03      Amendment to Amended and Restated Articles of Incorporation

On September 25, 2012, Cord Blood America, Inc.’s (the “Company”) Amended and Restated Articles of Incorporation were amended to increase authorized capital stock to 895,000,000 shares, consisting of 5,000,000 shares of Preferred stock, par value $0.0001, and 890,000,000 shares of Common Stock, par value $0.0001.

These amendments were adopted by the Company’s Board of Directors on July 11, 2012 and the Company’s Shareholders at a Special Meeting of Shareholders called for this purpose on September 25, 2012.

The Company hereby incorporates by reference the Company’s Definitive Schedule 14A Proxy Statement, filed with the Securities and Exchange Commission on August 20, 2012.

ITEM 9.01      Financial Statements and Exhibits

(d) Exhibits

The following Exhibits are furnished herewith:
 
  Exhibit No.    Description
   
3.01  Articles of Amendment to Amended and Restated Articles of Incorporation of Cord Blood America, Inc., filed on September 25, 2012
 
   
 
 
 
 
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.

 
 
CORD BLOOD AMERICA, INC.
 
       
Date:  September 27, 2012
By:
/s/ Joseph R. Vicente
 
   
Chairman and President
 

 

 

 
EXHIBIT 3.01
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CORD BLOOD AMERICA, INC.

Pursuant to the provisions of Section 607.1006, Florida Statutes, Cord Blood America, Inc., a Florida corporation (the “Corporation”), adopts the following Articles of Amendment to its Amended and Restated Articles of Incorporation:
 
FIRST: The Amended and Restated Articles of Incorporation of the Corporation are hereby amended by striking out the paragraph of Article II that states:
 
“The total number of shares of capital stock which this corporation shall have the authority to issue is TWO HUNDRED AND FIFTY FIVE MILLION (255,000,000) shares, consisting of Five Million (5,000,000) shares of Preferred Stock having a par value of $0.0001 per share and TWO HUNDRED AND FIFTY MILLION (250,000,000) shares of Common Stock having a par value of $0.0001 per share.”
 
And substituting in lieu of said paragraph of Article II the following new paragraph:
 
“The total number of shares of capital stock which this corporation shall have the authority to issue is EIGHT HUNDRED NINETY FIVE MILLION (895,000,000) shares, consisting of Five Million (5,000,000) shares of Preferred Stock having a par value of $0.0001 per share and EIGHT HUNDRED NINETY MILLION (890,000,000) shares of Common Stock having a par value of $0.0001 per share.”
 
The amendment set forth in these Articles of Amendment was adopted on July 11, 2012 by the Board of Directors of the Corporation and approved on September 25, 2012 by a sufficient number of votes of the Corporation's shareholders.
 
IN WITNESS WHEREOF, the Corporation, by and through its undersigned officer thereunto duly authorized, has executed these Articles of Amendment this ­­­25th day of ­­­September, 2012 and affirms that the statements made herein are true under the penalties of perjury. 


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