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| CBAI > SEC Filings for CBAI > Form 8-K on 4-Oct-2012 | All Recent SEC Filings |
4-Oct-2012
Entry into a Material Definitive Agreement, Other Events, Financial Stat
Cord Blood America, Inc. (the "Company") entered into an Agreement on waiver of claims, Agreement on Purchase and Assignment of Claims, and Share Purchase Agreement (the "Agreement") with Medivision Betriebsgesellschaft mbH ("Medivision"), along with additional parties as set forth in the Agreement, pursuant to which the Company sold its ownership stake in stellacure GmbH, a German company ("stellacure") to Medivision, and whereby the transaction closed on September 28, 2012. Pursuant to the transaction, except for EUR 33,649.03, the Company waived repayment of its loan to stellacure in the principal amount of EUR 672,980.56 made under Section 6 of the March 24, 2010 Investment Agreement, and stellacure's claims against the Company for the Company to pay stellacure the remaining amount under that loan agreement - $69,409.47 or approximately EUR 53,799- were discharged, as were any additional claims stellacure may have against the Company and vice versa. Additional details regarding the original terms of that loan, as well as payments made by the Company are set forth in detail in the Company's previous SEC filings. Further pursuant to the transaction: the Company sold and assigned to Medivision the remaining loan amount - EUR 33,649.03 - and its corresponding rights and obligations; Medivision is to pay the Company EUR 33,649.03; and Medivision received the Company's ownership interest in stellacure and paid the Company an additional EUR 51.00.
The other minority shareholders, with the exception of the German Red Cross, sold their positions in stellacure to Medivision pro rata to the Company's terms. A principal of Medivision was also a minority shareholder in stellacure prior to closure of the transaction.
Additional consideration and agreements between the parties are set forth in the Agreement.
On October 4, 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 on waiver of claims, Agreement on Purchase and Assignment of
Claims, and Share Purchase Agreement between the Company, Medivision and
additional parties as set forth in the Agreement (English version,
Certified Translation).
99.1 Press Release dated October 4, 2012
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