¹ Consists of the Covered Shares that are the subject of the Proxy described herein. 

² Based upon 1,272,066,146 shares of Common Stock issued and outstanding as of November 3, 2017, as reported by the Issuer in its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 13, 2017.

¹ Consists of the Covered Shares that are the subject of the Proxy described herein. 

² Based upon 1,272,066,146 shares of Common Stock issued and outstanding as of November 3, 2017, as reported by the Issuer in its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 13, 2017.

¹ Consists of the Covered Shares that are the subject of the Proxy described herein. 

² Based upon 1,272,066,146 shares of Common Stock issued and outstanding as of November 3, 2017, as reported by the Issuer in its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 13, 2017.

This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Cord Blood America, Inc., a Florida corporation (the “Issuer”), whose principal executive offices are located at 1857 Helm Drive, Las Vegas, Nevada 89119.

The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is filed herewith as Exhibit 99.1 .

The information set forth or incorporated by reference in Items 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

In connection with entering into the Asset Purchase Agreement (as defined below), FamilyCord entered into the Voting Agreement (as defined below) with the Issuer and the Shareholders (as defined below). FamilyCord did not pay any consideration to the Company or the Shareholders in respect of the Voting Agreement.

On February 6, 2018, FamilyCord entered into an Asset Purchase Agreement with the Issuer (the “Asset Purchase Agreement”) pursuant to which FamilyCord agreed to acquire from the Issuer substantially all of the assets of the Issuer and its wholly owned subsidiaries and to assume certain liabilities of the Issuer and its wholly owned subsidiaries. The sale does not include the Issuer’s cash and certain other excluded assets and liabilities.

Concurrent with the execution of the Asset Purchase Agreement, The Red Oak Fund, LP, The Red Oak Long Fund, LP and Pinnacle Opportunities Fund, LP (collectively, the “Shareholders”), which beneficially own 164,073,684, 76,226,316 and 140,752,632 shares of Common Stock, respectively, or 381,052,632 shares of Common Stock in the aggregate, and each of which are affiliates of Red Oak Partners, LLC, entered into a voting agreement (the “Voting Agreement”) with FamilyCord and the Issuer, pursuant to which the Shareholders agreed, among other things, to vote the shares of Common Stock beneficially owned by them (collectively, the “Covered Shares”) in favor of the asset sale under the Asset Purchase Agreement and to grant to FamilyCord an irrevocable proxy (the “Proxy”) with respect to their respective Covered Shares. Following the time that the affirmative vote necessary to approve each of the matters submitted to the Issuer’s shareholders for approval in connection with the Asset Purchase Agreement has been obtained, the Proxy will automatically terminate in accordance with the terms of the Voting Agreement.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed herewith as Exhibit 99.2 and incorporated herein by reference.

(a) – (b)  Solely as a result and until termination of the Proxy granted to FamilyCord pursuant to the Voting Agreement, as of February 6, 2018, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) of the 381,052,632 shares of Common Stock that constitute the Covered Shares, due to each Reporting Person’s shared power to vote or direct the vote of such Covered Shares. The Covered Shares represent approximately 30.0% of the issued and outstanding shares of Common Stock. The foregoing percentage is based upon 1,272,066,146 shares of Common Stock issued and outstanding as of November 3, 2017, as reported by the Issuer in its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2017.

Except as set forth or incorporated herein or in Schedule 1 to this Schedule 13D, none of the Reporting Persons and, to the knowledge of each Reporting Person, none of the persons set forth on Schedule 1 to this Schedule 13D, beneficially owns any shares of Common Stock.

Neither the filing of this Schedule 13D nor any of its content shall be construed as an admission by any Reporting Person that it is the beneficial owner of any of the securities covered by this Schedule 13D for purposes of Section 13(d) of the Act or for any other purpose, and each Reporting Person disclaims beneficial ownership of all such securities.

The information set forth or incorporated by reference in Items 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2018

[ Signature Page to Schedule 13D ]

Schedule 1

EXECUTIVE OFFICERS AND MANAGERS OF EACH OF THE REPORTING PERSONS

Set forth below is a list of each executive officer and manager of each of the Reporting Persons that includes the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to such individual’s employment with each Reporting Person, and each individual is a citizen of the United States of America.