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CBA Florida, Inc. Form 8-K: Current report, 2018

CBA Florida, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2018-08-14: Form 8-K; Period of report 2018-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2018-05-31: Form 8-K; Period of report 2018-05-31; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2018-05-29: Form 8-K; Period of report 2018-05-29; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2018-05-25: Form 8-K; Period of report 2018-05-22; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-08-148-K2018-08-142.02 Results of Operations and Financial Condition2.02 On August 14, 2018, CBA Florida, Inc. (the “Company”) issued the Press Release attached as Exhibit 99.1 to this Current Report.cbai_8k.htm
2018-05-318-K2018-05-315.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On May 31, 2018, CBA Florida, Inc. (the “Company”) filed an amendment to its articles of incorporation, as amended (the “Charter”), with the Secretary of State of the State of Florida that included a protective amendment designed to protect the tax benefits of the Company’s net operating loss carryforwards (the “Protective Amendment”).form8k11419003_05312018.htm
2018-05-298-K2018-05-295.07 Submission of Matters to a Vote of Security Holders5.07 On May 29, 2018, CBA Florida, Inc., formerly known as Cord Blood America, Inc. (the “Company”), reconvened and concluded its May 14, 2018 Special Meeting of Stockholders (the “Special Meeting”).form8k11419003_05292018.htm
2018-05-258-K2018-05-225.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On May 22, 2018, the articles of incorporation, as amended (the “Charter”), of Cord Blood America Inc., (the “Company”) were amended to further change the name of the Company to “CBA Florida, Inc.” The board of directors of the Company (the “Board”) and a majority of shareholders of the Company previously approved the amendment of the Company’s Charter on March 8, 2018 and May 14, 2018, respectively, to change the name of the Company to CBA, Inc. Following such approval by the Board and shareholders, the Company recognized that the name CBA, Inc. was similar to the name of other companies and determined it to be in the best interests of the Company and its shareholders to adopt an amendment of the Charter to add a geographical attribution to better distinguish the name of the Company.form8k11419003_05232018.htm
2018-05-178-K2018-05-162.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events2.01 On May 17, 2018, CBA, Inc. (formerly Cord Blood America, Inc., see Item 5.03 below), a Florida corporation (the “Company”), completed its previously announced asset sale (the “Transaction”) pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of February 6, 2018, by and between the Company and California Cryobank Stem Cell Services LLC (“FamilyCord”).
5.02 On May 16, 2018, the board of directors (the “Board”) of the Company, appointed Anthony Snow as the Company’s President and Corporate Secretary.
5.03 Pursuant to the terms of the Purchase Agreement, upon the closing of the Transaction, the articles of incorporation of the Company were amended to change the name of the Company from Cord Blood America, Inc. to “CBA, Inc.” The articles of amendment to the articles of incorporation are filed as Exhibit 3.1 hereto and is incorporated by reference herein.
8.01 On May 17, 2018, the Company issued a press release relating to the Transaction.
form8k11419003_05172018.htm
2018-05-158-K2018-05-145.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 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.
8.01 On May 15, 2018, the Company issued a press release announcing the results of the Special Meeting.
form8k11419003_05142018.htm
2018-05-148-K2018-05-142.02 Results of Operations and Financial Condition2.02 On May 14, 2018, Cord Blood America, Inc. (the “Company”) issued the Press Release attached as Exhibit 99.1 to this Current Report.cbai_8-k.htm
2018-04-268-K2018-04-251.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 On April 25, 2018, Cord Blood America, Inc. (the “Company”) entered into a Tax Benefits Preservation Plan (the “Plan”) with Issuer Direct Corporation, as rights agent, and the Board of Directors of the Company (the “Board”) declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) to shareholders of record at the close of business on April 25, 2018 (the “Record Date”).
3.03 The information included in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.03 In connection with the adoption of the Plan, on April 25, 2018, the Company filed Articles of Amendment to Articles of Incorporation of Cord Blood America, Inc. Designating Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Florida.
8.01 On April 25, 2018, the Company issued a press release announcing the adoption of the Plan and the declaration of the dividend of the Rights.
form8k11419003_04252018.htm
2018-04-028-K2018-04-022.02 Results of Operations and Financial Condition2.02 On April 2, 2018, Cord Blood America, Inc. (the “Company”) issued the Press Release attached as Exhibit 99.1 to this Current Report.cbai_8k.htm
2018-02-088-K2018-02-061.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On February 7, 2018, Cord Blood America, Inc. (“CBAI”) announced that it entered into an Asset Purchase Agreement, dated as of February 6, 2018 (the “Purchase Agreement”), with California Cryobank Stem Cell Services LLC (“FamilyCord”).
8.01 On February 7, 2018, CBAI issued a press release announcing the execution of the Purchase Agreement.
form8k11419003_02072018.htm