Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
CBAI > SEC Filings for CBAI > Form 8-K on 25-Jun-2012All Recent SEC Filings

Show all filings for CORD BLOOD AMERICA, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CORD BLOOD AMERICA, INC.


25-Jun-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financi


ITEM 1.01 Entry into a Material Definitive Agreement

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.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above.



Item 8.01 Other Events.

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.



Item 9.01 Financial Statements and Exhibits

(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


  Add CBAI to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for CBAI - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.