Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 27 2022 - 8:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2022
Commission File Number: 001-34541
GLOBAL
CORD BLOOD CORPORATION
(Translation of registrant’s name into English)
48th Floor,
Bank of China Tower
1 Garden Road
Central
Hong Kong S.A.R.
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Entry into of a Material Definitive Agreement
As previously reported, in April 2022,
Global Cord Blood Corporation (the “Company”) entered into a series of Stock Purchase Agreements, each dated
April 29, 2022 (the “SPAs” and, collectively, the “SPA”), between the Company and the holders of
approximately 95% of the outstanding shares of common stock (the “CLK Shares”) of Cellenkos, Inc., a Delaware
corporation (“Cellenkos”) providing for the acquisition by the Company of such CLK Shares (the “CLNK
Acquisition”), subject to the satisfaction or waiver of customary closing conditions set forth in the SPA in exchange for an
aggregate of approximately 65.7 million of the Company’s ordinary shares of US$0.0001 par value per share (the “Ordinary
Shares”).
On June 27, 2022, the Company and the counterparties
to each of the SPAs entered into an amendment thereto providing that the date by which such acquisition shall have been consummated in
order to avoid the terminability thereof by either of the parties shall be extended from June 28, 2022 to July 28, 2022. The
foregoing is a summary of the material provisions of such first amendment and this summary is qualified in its entirety by reference to
the form of first amendment to Stock Purchase Agreement, which is incorporated by reference in its entirety herein and a copy of which
is attached to this Report of Foreign Private Issuer on Form 6-K as Exhibit 4.1.
The CLNK Acquisition and the possibility of its
completion is the subject of pending legal proceedings brought by Blue Ocean Structure Investment Company Limited (“Blue Ocean”)
against, among others, the Company. Among other things, completion of the CLNK Acquisition is currently prohibited by an interim injunction
obtained by Blue Ocean on May 12, 2022 (as varied). The Company cautions its shareholders and others considering trading its ordinary
shares that the status of the CLNK Acquisition is still the subject of legal proceedings.
Exhibits
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.
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GLOBAL CORD BLOOD CORPORATION |
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By: |
/s/ Albert Chen |
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Name: |
Albert Chen |
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Title: |
Chief Financial Officer |
Dated: June 27, 2022
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