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| CBAI > SEC Filings for CBAI > Form 8-K on 25-Jun-2012 | All Recent SEC Filings |
25-Jun-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financi
As of June 22, 2012, Cord Blood America, Inc. (the "Company") entered into an Agreement with SEBASTIÁN NICOLÁS NEUSPILLER, DIEGO ESTEBAN RISSOLA, JORGE ALEJANDRO JURADO, MAURO LEONARDO BRUNO, and ALEJANDRO JORGE RICO DOUGLAS (the "Sellers"), from whom the Company purchased its majority ownership interest in Biocordcell Argentina S.A., an Argentine corporation ("BioCells") in 2010.
The Agreement operates as a settlement between the parties as to the amount of compensation owed by the Company to BioCells as "earn-out" compensation under the Stock Purchase Agreement entered into between the parties on or around September 20, 2010, whereby the Company acquired its majority interest in BioCells. Under the Stock Purchase Agreement, for the earn-out the Company could have owed the Sellers up to $705,000 plus a sum equal to 20% of the amount of BioCells Net Profit (defined in the Stock Purchase Agreement) for fiscal year 2011 exceeding $577,000.
Instead, under the Agreement, the Company will pay the Sellers the following:
$25,000 on or before June 30, 2012; $10,000 on or before July 31, 2012; and
$25,000 on or before September 30, 2012, for a total cash payment of $60,000. In
addition, the Sellers will collect the Company's portion of BioCells shareholder
dividends for fiscal years 2012 and 2013, up to a maximum amount of
$440,000. Also, if BioCells is sold before April 2014 and certain thresholds for
purchase price and payment are met or exceeded, then the Sellers could receive
additional compensation, specifically an amount which equals $705,000 minus any
amounts paid pursuant to the cash payments and payments from the Company's
shareholder dividends, which are detailed above. That sum would be paid to the
Sellers out of the proceeds of such a sale.
Additional consideration and agreements between the parties are set forth in the Agreement.
See Item 1.01 above.
On June 25, 2012, the Company issued a press release regarding the transaction detailed in this report. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
(d) Exhibits
The following Exhibits are furnished herewith:
Exhibit No. Description 10.1 Agreement between the Sellers and the Company effective as of June 22, 2012 99.1 Press Release dated June 25, 2012 |
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