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): March 28, 2017
CORD BLOOD AMERICA, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-50746 | 90-0613888 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
1857 Helm Drive, Las Vegas, NV 89119
(Address of Principal Executive Office) (Zip Code)
(702) 914-7250
(Registrant’s telephone number, including area code)
_______________________________
Copies to:
Stephen Morgan
1857 Helm Drive, Las Vegas, NV 89119
Phone: (702) 914-7250
Fax: (702) 914-7251
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:
☐ 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))
On March 28, 2016, Cord Blood America, Inc. (the “Company”) issued the Press Release attached as Exhibit 99.1 to this report. The Press Release provides details related to the Company’s financial results and earnings for the fiscal year ended December 31, 2016 and the three months ended December 31, 2016.
The information furnished under this Item 2.02 on this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
The Press Release attached as Exhibit 99.1 to this report announced that after a lengthy strategic review process, the Board was unable to execute a sale of the business. The Board, in consultation with the Company’s financial advisor, Boxwood Partners, LLC, made the decision to discontinue sale talks with bidders after having been engaged in negotiations for a lengthy period of time. The Company continues to have high level discussions regarding mergers and acquiring other related businesses that may have high cash synergies without increased complexity. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
The information furnished under this Item 7.01 on this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following Exhibits are furnished herewith:
Exhibit No. | Description |
| Press Release dated March 28, 2017 |
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.
| CORD BLOOD AMERICA, INC. | |||
| (Registrant) | |||
| Date: March 28, 2017 | By: | /s/Stephen Morgan | |
| Interim President | |||