CORD BLOOD AMERICA, INC. (OTCMKTS:CBAI) Files An 8-K Submission of Matters to a Vote of Security Holders

CORD BLOOD AMERICA, INC. (OTCMKTS:CBAI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders

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 Against Abstention Broker Non-votes
666,786,405 13,025,505 142,531 519,179,952

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 Against Abstention Broker Non-votes
1,153,171,789 43,475,354 2,487,248 N/A

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 Against Abstention Broker Non-votes
1,145,078,661 53,455,873 599,859 N/A

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 asExhibit 99.1and is incorporated herein by reference.

Item 5.07. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description
99.1 Press Release, dated May 15, 2018

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release, dated May 15, 2018.


Cord Blood America, Inc. Exhibit
EX-99.1 2 ex991to8k11419003_05142018.htm Exhibit 99.1   Cord Blood America,…
To view the full exhibit click here

About CORD BLOOD AMERICA, INC. (OTCMKTS:CBAI)

Cord Blood America, Inc. (CBAI), through its CorCell program and its subsidiary CorCell Companies, Inc., provides cord blood and cord tissue stem cell services. CBAI’s subsidiaries include Cord Partners, Inc., CorCell Companies, Inc., CorCell, Ltd., (Cord Partners, Inc., CorCell Companies, Inc. and CorCell, Ltd. are referred to collectively as Cord), CBA Properties, Inc. (Properties), and Career Channel, Inc. CBAI and its subsidiaries engage in the various business activities, such as CBAI and Cord specialize in providing private cord blood and cord tissue stem cell storage services to families throughout the United States and Puerto Rico, and Properties was formed to hold corporate trademarks and other intellectual property. Cord’s operations provide umbilical cord blood banking and cord tissue services to expectant parents. Cord provides various services, which includes collection materials, physician and customer support, transportation, testing and cord blood storage.

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