Florida
|
90-0613888
|
|
(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
|
Accelerated Filer
|
o
|
Non-accelerated Filer
|
o
|
Smaller reporting company
|
þ
|
●
|
CBAI and Cord specializes in providing private cord blood and cord tissue stem cell storage services to families throughout the United States and Puerto Rico. Additionally, the Company is procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic based products.
|
●
|
Biocordcell Argentina S.A. specializes in providing private cord blood stem cell storage to families in Argentina, Uruguay and Paraguay.
|
●
|
Properties was formed to hold corporate trademarks and other intellectual property.
|
●
|
Collection Materials.
A medical kit that contains all of the materials and instructions necessary for collecting the newborn’s umbilical cord blood and cord tissue at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for infectious disease testing.
|
●
|
Physician And Customer Support.
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 and cord tissue and maternal blood samples.
|
●
|
Transportation.
Manage all logistics for transporting the cord blood and cord tissue unit to the Company’s centralized facility immediately following birth. This procedure ensures chain-of-custody control during transportation for maximum security.
|
●
|
Comprehensive Testing.
The cord blood sample is tested for stem cell concentration levels and blood type. The maternal samples are tested for infectious diseases. Cord reports these results to the newborn’s mother.
|
●
|
Cord Blood Storage.
After processing and testing, the cord blood and cord tissue 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 twenty five years when stored in this manner, and theoretically could be maintained at least as long as the normal life span of an individual.
|
Common Stock
|
||||||||
Fiscal Year 2014
|
High
|
Low
|
||||||
First Quarter
|
$
|
0.005
|
$
|
0.002
|
||||
Second Quarter
|
$
|
0.004
|
$
|
0.002
|
||||
Third Quarter
|
$
|
0.003
|
$
|
0.002
|
||||
Fourth Quarter
|
$
|
0.002
|
$
|
0.002
|
Common Stock
|
||||||||
Fiscal Year 2013
|
High
|
Low
|
||||||
First Quarter
|
$
|
0.005
|
$
|
0.002
|
||||
Second Quarter
|
$
|
0.005
|
$
|
0.002
|
||||
Third Quarter
|
$
|
0.003
|
$
|
0.002
|
||||
Fourth Quarter
|
$
|
0.003
|
$
|
0.002
|
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
|
5,106,775
|
$
|
1.01
|
5,106,775
|
||||||||
Equity compensation plans not approved by security holders
|
N/A
|
|||||||||||
Total
|
5,106,775
|
$
|
1.01
|
5,106,775
|
●
|
Collection Materials.
A medical kit that contains all of the materials and instructions necessary for collecting the newborn’s umbilical cord blood and cord tissue at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for infectious disease testing.
|
●
|
Physician And Customer Support.
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 and cord tissue and maternal blood samples.
|
●
|
Transportation.
Manage all logistics for transporting the cord blood and cord tissue unit to the Company’s centralized facility immediately following birth. This procedure ensures chain-of-custody control during transportation for maximum security.
|
●
|
Comprehensive Testing.
The cord blood sample is tested for stem cell concentration levels and blood type. The maternal samples are tested for infectious diseases. Cord reports these results to the newborn’s mother.
|
●
|
Cord Blood Storage.
After processing and testing, the cord blood and cord tissue 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 twenty five 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
|
●
|
revenue recognition
|
●
|
valuation of derivative instruments
|
Name
|
Age
|
Position with the Company
|
|||
Joseph R. Vicente
|
52 |
Chairman, Director and President
|
|||
Stephen Morgan
|
38 |
Vice President, General Counsel, and Secretary
|
|||
Timothy McGrath
|
51 |
Director
|
(1)
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
(2)
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
(3)
|
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|
(4)
|
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Name and Position
|
Year
|
Salary
($)
|
Bonus
($) (1)
|
Option Awards
($) (2)
|
All Other
Compensation ($)
|
Total
($)
|
|||||||||||||||
Joseph Vicente
|
2014
|
110,943
|
37,500
|
148,443
|
|||||||||||||||||
President and Chairman
|
2013
|
110,943
|
12,500
|
0
|
0
|
128,724
|
|||||||||||||||
Stephen Morgan
|
2014
|
125,000
|
30,000
|
155,000
|
|||||||||||||||||
Vice President and General Counsel
|
2013
|
125,000
|
8,250
|
0
|
0
|
133,250
|
(1)
|
Bonuses to the named Executive Officers reported above relating to 2014 were paid in December 2014 for achieving performance standards as established by the Board of Directors. Bonuses to the named Executive Officers reported above relating to 2013 were paid in December 2013 for achieving twelve month EBITDA performance standards as established by the Board of Directors.
|
(2)
|
The values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year, in accordance with ASC 718, “
Share Based-Payment
”. The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the assumptions described in Note 11 of the Notes to Financial Statements included in this Annual Report.
|
Name
|
Grant Date
|
All Other
Option Awards
(# of Cord
Shares)
|
Exercise Price of
Option Awards
($/Share)
|
Grant Date
Fair Value of
Option Awards
($)
|
||||||||||||
Joseph Vicente
Chairman and President
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Stephen Morgan
Vice President and General Counsel
|
-
|
-
|
$
|
-
|
$
|
-
|
Option Awards
|
||||||||||
Number of Securities
Underlying Unexercised
Options (#)
|
Option
Exercise Price
|
Option
Expiration
|
||||||||
Name
|
Exercisable
|
Un-exercisable
|
($)
|
Date
|
||||||
Joseph Vicente
|
||||||||||
President
|
||||||||||
2,500
|
25.00
|
08/01/15
|
||||||||
1,500
|
25.00
|
12/31/15
|
||||||||
75,000
|
1.00
|
07/06/20
|
||||||||
150,685
|
.33
|
07/13/15
|
||||||||
150,685
|
.33
|
07/13/16
|
||||||||
150,685
|
.33
|
07/13/17
|
||||||||
607,324
|
1.00
|
12/31/19
|
||||||||
607,324
|
1.00
|
12/31/19
|
||||||||
77,343
|
4.10
|
07/01/20
|
||||||||
77,343
|
4.10
|
07/01/20
|
Name
|
Fees Earned
Cash
($)
|
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
)
|
|||||||||||||||||||||
Joseph R. Vicente
|
$
|
--
|
$
|
--
|
--
|
--
|
--
|
--
|
$
|
--
|
||||||||||||||||||
Timothy McGrath
|
$
|
--
|
$
|
--
|
--
|
--
|
--
|
--
|
$
|
--
|
●
|
Each person known by the Company to own beneficially more than five percent of our issued and outstanding common stock;
|
●
|
Each Director and prospective Director of the Company;
|
●
|
The Company’s President and each person who serves as an Executive Officer of the Company; and all Executive Officers and Directors of the Company as a group.
|
Title Of Class
|
Name And Address Of Beneficial Owner (1)
|
Amount And Nature
Of Beneficial
Ownership (2)
|
Approximate
Percent of
Class (%)
|
||||||
Common
|
Joseph Vicente
|
2,012,432
|
(2)
|
*
|
%
|
||||
Common
|
Stephen Morgan
|
100,000
|
*
|
%
|
|||||
Common
|
Timothy G. McGrath
|
90,669
|
*
|
%
|
|||||
Common
|
All executive officers and directors as a group (3 persons)
|
2,203,101
|
*
|
%
|
*
|
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 Helm Drive, Las Vegas, NV 89119. 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, 2015 are deemed outstanding for computing the percentage of the person holding such option or warrant. Percentages are based on a total of 890,000,000 shares of common stock outstanding on March 15, 2015 and shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of March 15, 2015 as described above. The inclusion in the aforementioned table of those shares, however, does not constitute an 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.
|
(2)
|
Includes 1,900,387 currently exercisable options held by Mr. Vicente. Percentage calculation considers additional outstanding of the potential options listed herein
|
2014
|
2013
|
|||||||
Audit fees
|
$
|
93,105
|
$
|
156,750
|
||||
Tax Fees
|
$
|
16,000
|
$
|
17,500
|
||||
Total
|
$
|
109,105
|
$
|
174,260
|
(1)
|
The Company’s Consolidated Financial Statements are listed on page F-3 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(i) |
Amended and Restated Articles of Incorporation of Cord Blood American, Inc. (1)
|
|
3.1(ii)
|
Articles of Amendment to Articles of Incorporation (5)
|
|
3.1(iii)
|
Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc.(7)
|
|
3.1(iv)
|
Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (16)
|
|
3.(v) |
Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (16)
|
|
3.1(vi)
|
Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (23)
|
|
3.(i) |
Amended and Restated Bylaws of Cord Blood America, Inc. (1)
|
|
10.0 |
Patent License Agreement dated as of January 1, 2004 between PharmaStem Therapeutics, Inc. and Cord Partners, Inc. (2)
|
|
10.1 |
Board Compensation Plan (3)
|
|
10.2 |
Employment Agreement between the Company and Joseph Vicente (29)
|
|
10.3 |
Lease for Las Vegas Facility (11)
|
|
10.4 |
2011 Flexible Stock Option Plan (17)
|
|
10.5 |
Compensatory Arrangement for Certain Officers Effective July 13, 2009, Stock Options (8)
|
10.6 |
Compensatory Arrangement for Certain Officers Effective December 31, 2009, Stock Options (9)
|
|
10.7 |
License and Cooperation Agreement with AXM Pharma effective March 31, 2010 (11)
|
|
10.8 |
Compensatory Arrangement for Certain Officers Executed July 1, 2010. Stock Options (11)
|
|
10.9 |
Executed Stock Purchase Agreement on September 20, 2010 to Acquire Majority Interest in BioCordcell Argentina, SA. (12)
|
|
10.10 |
On March 20, 2011 Cord Blood America, Inc. Entered into a Note and Warrant Purchase Agreement with St. George Investments. (13)
|
|
10.11 |
Departure of Directors or Appointment Certain Officers; Election and of Directors, Appointment of Certain Officers on May 15, 2012 (17)
|
|
10.12 |
Entered into Agreement on June 22, 2012 with Shareholders of BioCells (18)
|
|
10.13 |
On June 29, 2012, Cord Blood America, Inc. closed a Securities Purchase Agreement with Tonaquint, Inc.(19)
|
|
10.14 |
On June 29, 2012, Cord Blood America, Inc. closed a Final and Full Payment Agreement with JMJ Financial, Inc. (19)
|
|
10.15 |
Employment Agreement between the Company and Stephen Morgan (30)
|
|
10.16 |
On May 20, 2013 Cord Blood America, Inc. announced a new service offering. (22)
|
|
10.17 |
On August 30, 2013 Cord Blood America, Inc. filed a complaint against St. George Investments, LLC and Tonaquint, Inc. (23)
|
|
10.18 |
On September 25, 2013, St. George Investments, LLC. and Tonaquint, Inc. filed an Answer and Counterclaim against Cord Blood America, Inc. Additionally, Cord Blood America, Inc. received a Notice of Disposition of Collateral to sell its assets at a public auction. (24)
|
|
10.19 |
On October 18, 2013, Cord Blood America, Inc. received from Tonaquint, Inc. a Notice of Cancellation to sell the Company assets. (25)
|
|
10.20 |
On December 30, 2013, the Company engaged De Joya Griffith, LLC to serve as the Registrant’s independent registered public accountants for the fiscal year ended December 31, 2013. (26)
|
|
10.21 |
Amended lease for Las Vegas facility (27)
|
|
10.22 |
On September 29, 2014, the Company announced it had sold its ownership interest in Biocordcell Argentina S.A. (BioCells) to a current shareholder and President, Diego Rissola. (28)
|
|
10.23 |
On December 17, 2014, the Company entered into a Settlement Agreement with St. George Investments, LLC and Tonaquint (29)
|
|
21 |
List of Subsidiaries (4)
|
|
31.1 |
Certification of the registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed Herewith)
|
|
32.1 |
Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
|
CORD BLOOD AMERICA, INC.
|
|||
By:
|
/s/ Joseph R. Vicente
|
||
Joseph R. Vicente
|
|||
President and Chairman
|
|||
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
/s/ Joseph R. Vicente
|
||
Joseph R. Vicente
|
March 31, 2015
|
|
President and Chairman
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer, and Director)
|
||
/s/ Timothy McGrath
|
||
Timothy McGrath
|
March 31, 2015
|
|
Director
|
Page
|
||||
Report of Independent Registered Public Accounting Firm
|
F-2 | |||
Consolidated Balance Sheets
|
F-3 | |||
Consolidated Statements of Operations and Comprehensive Income (Loss)
|
F-4 | |||
Consolidated Statement of Stockholders’ Deficit
|
F-5 | |||
Consolidated Statements of Cash Flows
|
F-6 | |||
Notes to the Consolidated Financial Statements
|
F-7 |
December 31,
2014
|
December 31,
2013
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
750,886
|
$
|
708,760
|
||||
Accounts receivable, net of allowance for doubtful accounts of $93,123 and $88,551
|
287,593
|
111,192
|
||||||
Prepaid expenses
|
79,657
|
73,368
|
||||||
Other current assets
|
101,569
|
145,064
|
||||||
Total current assets
|
1,219,705
|
1,038,384
|
||||||
Property and equipment, net of accumulated depreciation and amortization $640,772 and $543,714
|
127,018
|
178,431
|
||||||
Customer contracts and relationships, net of accumulated amortization $3,695,635 and $3,318,192
|
1,982,757
|
2,360,200
|
||||||
Note receivable – Banco Vida
|
75,000
|
--
|
||||||
Receivable – Biocells net of discount $215,991 and allowance of doubtful accounts $25,000
|
459,009
|
--
|
||||||
Assets held for sale
|
2,501,169
|
|||||||
Total assets
|
$
|
3,863,489
|
$
|
6,078,184
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
363,079
|
$
|
339,140
|
||||
Accrued expenses
|
311,320
|
220,242
|
||||||
Deferred revenue
|
1,164,662
|
1,089,338
|
||||||
Derivative liability (current portion)
|
343,876
|
359,407
|
||||||
Interest on promissory notes
|
7,156
|
332,155
|
||||||
Promissory notes payable, net of unamortized discount of $350,362 and $58,704 (current portion)
|
449,638
|
1,441,335
|
||||||
Total current liabilities
|
2,639,731
|
3,781,617
|
||||||
Deferred revenue (long term portion)
|
327,975
|
362,822
|
||||||
Derivative liability (long term portion) | 687,754 |
--
|
||||||
Promissory note payable, net of amortized discount of $700,723 (long term portion) | 899,277 |
--
|
||||||
Liabilities held for sale
|
--
|
2,304,038
|
||||||
Total liabilities
|
4,554,737
|
6,448,477
|
||||||
Stockholders' deficit:
|
||||||||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding
|
--
|
--
|
||||||
Common stock, $.0001 par value, 890,000,000 shares authorized,890,000,000 and 890,000,000 shares issued and outstanding, inclusive of treasury shares
|
89,000
|
89,000
|
||||||
Additional paid-in capital
|
53,264,971
|
53,264,971
|
||||||
Common stock held in treasury stock, 20,000 shares
|
(599,833)
|
(599,833)
|
||||||
Accumulated other comprehensive income
|
--
|
410,827
|
||||||
Accumulated deficit
|
(53,455,386
|
) |
(53,685,436
|
|||||
Total cord blood stockholders’ deficit
|
(691,248
|
) |
(520,470
|
) | ||||
Non-controlling interest
|
--
|
150,178
|
||||||
Total stockholders’deficit
|
(691,248
|
)
|
(370,293)
|
|||||
Total liabilities and stockholders’ deficit
|
$
|
3,863,489
|
$
|
6,078,184
|
YEAR
|
YEAR
|
|||||||
ENDED | ENDED | |||||||
DECEMBER 31,
|
DECEMBER 31,
|
|||||||
2014 |
2013
|
|||||||
Revenue
|
$
|
4,331,051
|
$
|
3,821,667
|
||||
Cost of services
|
(1,373,193
|
) |
(1,094,498
|
) | ||||
Gross profit
|
2,957,858
|
2,727,169
|
||||||
Administrative and selling expenses
|
(3,126,805
|
) |
(2,909,662
|
) | ||||
Loss from operations
|
(168,947
|
) |
(182,493
|
) | ||||
Interest expense and change in derivative liability |
(529,564
|
) |
(1,772,107
|
) | ||||
Gain on debt extinguishment |
175,905
|
--
|
||||||
Gain on foreign currency translation | 331,011 |
--
|
||||||
Gain on sale of Biocell |
769,841
|
--
|
||||||
Loss on discontinued operations |
(338,196
|
) |
(1,024,286
|
) | ||||
Income (loss) from continuing operations before provision for income taxes |
240,050
|
(2,978,886
|
) | |||||
Income taxes |
--
|
--
|
||||||
Income (loss) from continuing operations after provision for income taxes |
240,050
|
(2,978,886
|
) | |||||
Income (loss)
|
240,050
|
(2,978,886
|
) | |||||
Net income (loss) attributable to non-controlling interest |
--
|
512,143
|
||||||
Net income (loss) attributable to Cord Blood America |
240,050
|
(2,466,743
|
) | |||||
Basic earnings per share | ||||||||
Continuing operations | $ |
(0.00
|
) | $ |
(0.00
|
) | ||
Discontinued operations |
$
|
(0.00 | ) |
$
|
(0.00 | ) | ||
Net basic earnings per share | $ |
0.00
|
$ |
(0.01
|
) | |||
Diluted loss per share | ||||||||
Weighted average common shares outstanding | ||||||||
Basic weighted average common shares outstanding |
890,000,000
|
747,129,414
|
||||||
Diluted weighted average common shares outstanding | ||||||||
Net income (loss) before income taxes | $ |
240,050
|
$ |
(2,978,886
|
) | |||
Other comprehensive income (loss), before tax | ||||||||
Foreign currency translation adjustments |
--
|
268,960
|
||||||
Comprehensive loss | $ |
--
|
$ |
(2,709,926
|
) | |||
Comprehensive income (loss) attributable to Cord Blood America | $ |
240,050
|
$ |
(2,709,926
|
) |
Common Stock
|
Additional
Paid In
|
Treasury
|
Accumulated Other Comprehensive
|
Accumulated
|
Non-Controlling
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Income
|
Deficit
|
Interest
|
Total
|
|||||||||||||||||||||||||
Ending Balance at December 31, 2012
|
376,234,408 | $ | 659,732 | $ | 50,871,033 | $ | (599,833 | ) | $ | 141,867 | $ | (51,218,693 | ) | $ | 662,231 | $ | (516,427 | ) | ||||||||||||||
Adjustment on Common Stock for the Stock Split
|
(622,109 | ) | 622,109 | |||||||||||||||||||||||||||||
Issuance of Common Stock for Debt Conversion
|
513,765,592 | 51,377 | 1,771,829 | 1,823,206 | ||||||||||||||||||||||||||||
Consolidated Net Income
|
(2,466,743 | ) | (512,143 | ) | (2,978,886 | ) | ||||||||||||||||||||||||||
Comprehensive Income
|
286,960 | 286,960 | ||||||||||||||||||||||||||||||
Ending Balance at December 31, 2013
|
890,000,000 | $ | 89,000 | $ | 53,264,971 | $ | (599,833 | ) | $ | 410,827 | $ | (53,685,436 | ) | $ | 150,178 | $ | (370,293 | ) | ||||||||||||||
Deconsolidated Biocord
|
-- | -- | -- | -- | (410,827 | ) | -- | (150,178 | ) | (561,005 | ) | |||||||||||||||||||||
Net Income
|
-- | -- | -- | -- | -- | 240,050 | -- | 240,050 | ||||||||||||||||||||||||
Ending Balance December 31, 2014
|
890,000,000 | $ | 89,000 | $ | 53,264,971 | $ | (599,833 | ) | -- | $ | (53,445,386 | ) | -- | $ | (691,248 | ) |
YEAR -ENDED
|
YEAR-ENDED
|
|||||||
DECEMBER 31,
|
DECEMBER 31,
|
|||||||
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Consolidated net income (loss)
|
$
|
240,050
|
$
|
(2,978,886)
|
||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Amortization of loan discount
|
(64,937)
|
1,267,725
|
||||||
Depreciation and amortization
|
474,501
|
541,809
|
||||||
Change in value of derivative liability
|
112,774
|
189,562
|
||||||
Gain on debt extinguishment
|
175,905
|
--
|
||||||
Impairment of Vidaplus investment
|
--
|
123,562
|
||||||
Bad debt
|
25,943
|
25,367
|
||||||
Gain on foreign currency translation | (331,011 | ) |
--
|
|||||
Net change in operating assets and liabilities
|
||||||||
Changes in accounts receivable
|
(177,344)
|
(20,484)
|
||||||
Changes in other current assets
|
62,043
|
(3,677)
|
||||||
Changes in inventory
|
(18,548)
|
(18,548)
|
||||||
Changes in prepaid
|
(6,289)
|
(16,492)
|
||||||
Changes in accounts payable
|
23,939
|
(89,493)
|
||||||
Changes in accrued expenses
|
91,078
|
54,990
|
||||||
Changes in accrued interest
|
352,998
|
315,033
|
||||||
Changes in deferred revenue
|
40,477
|
(4,030)
|
||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS
|
779,643
|
(613,861)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Payments for purchase of property and equipment
|
(45,645)
|
(6,499)
|
||||||
Loan to other entity
|
(75,000)
|
--
|
||||||
NET CASH USED IN INVESTNG ACTIVITIES OF CONTINUING OPERATIONS
|
(120,645)
|
(6,499)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Repayment of convertible note payable
|
(100,000
|
)
|
--
|
|||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF CONTINUING OPERATIONS
|
(100,000
|
)
|
--
|
|||||
CASH FLOW PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
|
||||||||
Net cash provided by operating activities
|
(284,696
|
)
|
1,109,982
|
|||||
Net cash used in investing activities
|
(226,422
|
)
|
(136,098)
|
|||||
Foreign currency translation from discontinued operation
|
(5,754
|
)
|
(38,596)
|
|||||
NET CASH FLOW FOR THE PERIOD PROVIDED BY (USED IN) DISCONTINUED OPERATION
|
(516,872
|
)
|
935,288
|
|||||
NET INCREASE IN CASH
|
42,126
|
314,928
|
||||||
Cash balance at beginning of year
|
$
|
708,760
|
$
|
393,832
|
||||
Cash balance at end of year
|
$
|
750,886
|
$
|
708,760
|
||||
Supplemental Disclosures:
|
||||||||
Cash paid for taxes
|
--
|
--
|
||||||
Cash paid for interest |
--
|
--
|
●
|
CBAI and Cord specializes in providing private cord blood and cord tissue stem cell storage services to families to families throughout the United States and Puerto Rico. Additionally, the Company is procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic based products.
|
●
|
Biocordcell Argentina S.A. specializes in providing private cord blood stem cell storage to families in Argentina, Uruguay and Paraguay.
|
●
|
Properties was formed to hold corporate trademarks and other intellectual property.
|
●
|
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 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash
|
$
|
750,886
|
$
|
--
|
$
|
--
|
$
|
750,886
|
||||||||
Derivative liability
|
--
|
--
|
(1,031,630
|
)
|
(1,031,630
|
)
|
Risk free interest rate
|
0.12% to 0.51%
|
||
Expected life
|
0 to 3 years
|
||
Dividend Yield
|
0%
|
||
Volatility
|
0% to 103%
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash
|
$
|
708,760
|
$
|
--
|
$
|
--
|
$
|
708,760
|
||||||||
Derivative liability
|
--
|
--
|
(359,407
|
)
|
(359,407
|
)
|
Risk free interest rate
|
0.12% to 0.51%
|
||
Expected life
|
1 year or less
|
||
Dividend Yield
|
0%
|
||
Volatility
|
130% to 165%
|
Value at December 31, 2012
|
$
|
354,654
|
||
Change in value of derivative
|
189,562
|
|||
Value at December 31, 2013
|
$
|
359,407
|
||
Change in value of derivative
|
112,774
|
|||
Value at December 31, 2014
|
$
|
1,031,630
|
Useful Life
(Years)
|
2014
|
2013
|
|||||||
Furniture and fixtures
|
1-5
|
$
|
23,030
|
$
|
23,030
|
||||
Computer equipment
|
5
|
208,116
|
175,338
|
||||||
Laboratory Equipment
|
1-5
|
73,602
|
60,734
|
||||||
Freezer equipment
|
7-15
|
362,830
|
362,830
|
||||||
Leasehold Improvements
|
5
|
100,212
|
100,212
|
||||||
767,790
|
722,145
|
||||||||
Less: accumulated depreciation and amortization
|
(640,772
|
)
|
(543,714
|
)
|
|||||
$
|
127,018
|
$
|
178,431
|
Cash
|
$
|
37,432
|
||
Accounts receivable
|
142,510
|
|||
Other current assets
|
104,388
|
|||
Prepaid expenses
|
275,866
|
|||
Total current assets
|
560,196
|
|||
Property and equipment, net of accumulated depreciation
|
520,744
|
|||
Customer contracts and relationships, net of amortization
|
1,019,147
|
|||
Other assets
|
24,041
|
|||
Goodwill
|
244,053
|
|||
Total assets
|
$
|
2,368,181
|
||
Accounts payable
|
$
|
213,054
|
||
Accrued expenses
|
1,082,542
|
|||
Deferred revenue
|
1,192,008
|
|||
Total liabilities
|
$
|
2,487,604
|
Receivable from sale of BioCells
|
$
|
705,000
|
||
Unamortized discount on receivable
|
(215,991
|
)
|
||
Receivable, net of discount
|
489,009
|
|||
Net assets
|
(119,423
|
)
|
||
Non-controlling interest
|
188,018
|
|||
Comprehensive loss
|
(349,018
|
)
|
||
Subtotal of disposal from sale of BioCells
|
(280,832
|
)
|
||
Net gain on sale of BioCells
|
$
|
769,841
|
December 31,
2014
|
December 31,
2013
|
|||||||
Convertible Promissory Note Payable to St. George Investment, secured by the Company’s assets, interest rate of 6.0% per annum, with payment due on or before March 10, 2015
|
--
|
$ |
248,039
|
|||||
Secured Convertible Promissory Note to Tonaquint, Inc., 6% per annum; due on or before February 27, 2014
|
--
|
1,252,000
|
||||||
Secured Convertible Promissory Note to Tonaquint, Inc. 7.5% per annum; due on or before September 17, 2018.
|
2,400,000
|
--
|
||||||
2,400,000
|
1,500,039
|
|||||||
Less: Unamortized Discount
|
(1,051,085
|
)
|
(58,704
|
)
|
||||
$
|
1,348,915
|
$
|
1,441,335
|
2014
|
2013
|
|||||||
Effective August 14, 2014, Company entered into a Secured Promissory Note with Banco Vida which carries 8% interest per annum. Interest only payments for first 12 months; thereafter principal and interest on standard amortization schedule due on or before February 1, 2017.
|
$ | 75,000 | $ | -- | ||||
On September 29, 2014, the Company closed a transaction selling its stake in BioCells to Diego Rissola; current President. Payments are to be annually, after June of 2015, and the last payment due on or before June 1, 2025.
|
700,000 | -- | ||||||
Unamortized discount on BioCells note receivable | (215,991 | ) | -- | |||||
Allowance of doubtful accounts on BioCells note receivable | (25,000 | ) | -- | |||||
$ | 531,009 | $ | -- |
Rent
|
||||
to be paid
|
||||
2015
|
176,497
|
|||
2016
|
180,997
|
|||
2017
|
185,354
|
|||
2018
|
189,842
|
|||
2019
|
144,962
|
|||
Total
|
$
|
877,651
|
Stock
Options
|
Weighted Average Exercise Price
|
Weighted Avg. Contractual
Remaining Life
|
||||||||||
Outstanding, January 1, 2013
|
6,323,570
|
1.01
|
5.76
|
|||||||||
Granted
|
-
|
-
|
-
|
|||||||||
Exercised
|
-
|
-
|
-
|
|||||||||
Forfeited/Expired
|
(752,740
|
) |
-
|
-
|
||||||||
Outstanding, December 31, 2013
|
5,570,830
|
1.01
|
4.51
|
|||||||||
Forfeited/Expired
|
(464,055
|
)
|
-
|
-
|
||||||||
Outstanding, December 31, 2014
|
5,106,775
|
1.01
|
3.26
|
|||||||||
Exercisable at December 31, 2014
|
5,106,775
|
1.01
|
3.26
|
Range of
Exercise Prices
|
Number of
Options
|
Weighted Average
Remaining
Contractual Life
(years)
|
Weighted Average
Exercise
Price
|
Number of
Options
Exercisable
|
Weighted Average
Exercise
Price
|
|||||||||||||||||
$
|
0.33 — 20.00
|
5,070,751
|
3.28
|
$
|
0.83
|
5,070,751
|
$
|
0.83
|
||||||||||||||
$
|
21.00 — 30.00
|
18,126
|
0.13
|
25.00
|
18,126
|
25.00
|
||||||||||||||||
$
|
31.00— 51.00
|
17,898
|
3.26
|
31.21
|
17,898
|
31.21
|
||||||||||||||||
5,106,775
|
3.26
|
$
|
1.01
|
5,106,775
|
$
|
1.01
|
Weighted Average Grant Date Fair Value per Share
|
||||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Non-vested at January 1, 2013 and 2014
|
--
|
150,685
|
$
|
--
|
$
|
0.33
|
||||||||||
Granted
|
---
|
--
|
--
|
--
|
||||||||||||
Vested
|
--
|
150,685
|
--
|
0.33 | ||||||||||||
Exercised
|
---
|
--
|
--
|
--
|
||||||||||||
Cancelled
|
--
|
--
|
--
|
--
|
||||||||||||
Pre-vested forfeitures
|
---
|
--
|
--
|
--
|
||||||||||||
Non-vested at December 31, 2013
|
--
|
150,685
|
$
|
--
|
$
|
--
|
WARRANTS OUTSTANDING
|
EXERCISE
PRICE
|
MATURITY DATE
|
|||||||
2013
|
1,392,354
|
$
|
0.01
|
3/10/2016
|
|||||
2014
|
--
|
-- |
2013
|
||||
Deferred tax assets:
|
||||
Net operating gain
|
$
|
240,050
|
||
Total deferred tax assets
|
$
|
446,666
|
||
Less: valuation allowance
|
(446,666
|
) | ||
Net deferred tax assets
|
$
|
--
|
Tax Loss (Gain)
|
Deferred Assets
|
|||||||
Net income (loss)
|
240,050 | 84,018 | ||||||
Bad debt expense
|
943 | 330 | ||||||
Impairment
|
- | - | ||||||
Accounts payable
|
363,079 | 127,078 | ||||||
Accrued expenses
|
311,320 | 108,962 | ||||||
Deferred revenue
|
1,492,635 | 522,422 | ||||||
Accounts receivable
|
(287,593 | ) | (100,658 | ) | ||||
Prepaid expense
|
(79,657 | ) | (27,880 | ) | ||||
Stock-based compensation
|
- | - | ||||||
Meal & ent (50% of $10,504)
|
5,252 | 1,838 | ||||||
Gain on sales of Biocordcell
|
(769,841 | ) | (269,44 | ) | ||||
Tax loss for the year
|
1,276,188 | 446,666 |
Cord
|
Biocordcell
|
Segment
Total
|
Consolidation
Eliminations
|
Consolidated
Total
|
||||||||||||||||
Revenue from External Customers
|
$
|
4,331,051
|
$
|
$
|
4,331,051
|
$
|
--
|
$
|
4,331,051
|
|||||||||||
Interest & Derivative Expense
|
529,564
|
529,564
|
529,564
|
|||||||||||||||||
Depreciation and Amortization
|
474,501
|
474,501
|
474,501
|
|||||||||||||||||
Segment Income (Loss) from Continuing Operations
|
240,050
|
240,050
|
240,050
|
|||||||||||||||||
Gain from Discontinued Operations
|
431,645
|
431,645
|
431,645
|
|||||||||||||||||
Segment Assets
|
$
|
3,863,489
|
$
|
$
|
3,863,489
|
$
|
--
|
$
|
3,863,489
|
Cord
|
Biocordcell
|
Segment
Total
|
Consolidation
Eliminations
|
Consolidated
Total
|
||||||||||||||||
Revenue from External Customers
|
$
|
3,821,667
|
3,821,667
|
--
|
$ |
3,821,667
|
||||||||||||||
Interest & Derivative Expense
|
1,772,107
|
1,772,107
|
1,772,107
|
|||||||||||||||||
Depreciation and Amortization
|
541,809
|
541,809
|
541,809
|
|||||||||||||||||
Segment Income (Loss) from Continuing Operations
|
(1,954,599)
|
(1,954,599)
|
(1,954,599)
|
|||||||||||||||||
Loss from Discontinued Operations
|
(1,024,286)
|
(1,024,286)
|
||||||||||||||||||
Segment Assets
|
$
|
3,577,015
|
2,501,169 | 6,078,184 |
--
|
$ |
6,078,184
|