Current Report Filing (8-k)
May 15 2018 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 14, 2018
CORD BLOOD AMERICA, INC.
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(Exact name of registrant as specified in its charter)
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Florida
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000-50746
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90-0613888
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1857 Helm Drive, Las Vegas, Nevada
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89119
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(702) 914-7250
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(Former Name or Former Address, If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On
May 14, 2018, Cord Blood America, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”),
at which a quorum was present in person or represented by proxy. The following is a brief description and vote count of all proposals
voted on at the Special Meeting. The proposals voted on at the Special Meeting were described in detail in the Definitive Proxy
Statement filed by the Company in connection with the Special Meeting.
Proposal
No. 1 – to approve and adopt the Asset Purchase Agreement by and between Cord Blood America, Inc. and California Cryobank
Stem Cell Services LLC, a California limited liability company (the “Asset Purchase Agreement”). The shareholders authorized
the Asset Purchase Agreement, voting as follows:
For
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Against
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Abstention
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Broker
Non-votes
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666,786,405
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13,025,505
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142,531
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519,179,952
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Proposal
No. 2 – to approve and adopt an amendment to the Company’s Amended and Restated Articles of Incorporation to
change its corporate name to “CBA, Inc.” The shareholders approved the name change amendment, subject to the consummation
of the transactions contemplated by the Asset Purchase Agreement, voting as follows:
For
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Against
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Abstention
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Broker
Non-votes
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1,153,171,789
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43,475,354
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2,487,248
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N/A
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Proposal
No. 3 – to approve and adopt an amendment to the Company’s Amended and Restated Articles of Incorporation to adopt
a provision to protect the Company’s net operating losses for tax purposes. This proposal was not voted on at the Special
Meeting in order to permit further solicitation and voting of proxies. See Proposal No. 4 below.
Proposal
No. 4 – to approve the adjournment of the special meeting to May 29, 2018 at 11:00 a.m., Eastern time, to be held at
150 E. Palmetto Park Rd., #800 (8th floor), Boca Raton, FL 33432 to permit further solicitation and voting of proxies with respect
to the proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a provision
to protect the Company’s net operating losses for tax purposes:
For
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Against
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Abstention
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Broker
Non-votes
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1,145,078,661
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53,455,873
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599,859
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N/A
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The
(i) approval and adoption of the Asset Purchase Agreement proposal, (ii) approval and adoption of the proposal to amend the Company’s
Amended and Restated Articles of Incorporation to change its corporate name to “CBA, Inc.” and (iii) approval of the
adjournment of the special meeting to permit further solicitation and voting of proxies with respect to the proposal to approve
an amendment to the Company’s Amended and Restated Articles of Incorporation to adopt a provision to protect the Company’s
net operating losses for tax purposes each required the affirmative vote of the holders of a majority of the outstanding shares
of the Company’s common stock, par value $0.0001, that were present in person or represented by proxy at the Special Meeting.
On
May 15, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
Exhibit
Number
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Description
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99.1
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Press Release, dated May 15, 2018
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EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
May 15, 2018
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CORD BLOOD AMERICA, INC.
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By:
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/s/ Anthony
Snow
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Name:
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Anthony Snow
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Title:
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Interim President and Corporate Secretary
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