Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 27 2022 - 08:02AM
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 |
|
Name: |
Albert
Chen |
|
Title: |
Chief
Financial Officer |
Dated: June 27, 2022
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