8-K

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): February 11, 2020

CBA FLORIDA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida	000-50746	90-0613888
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada		89169
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 914-7250

(Former Name or Former Address, If Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ 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)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 11, 2020, CBA Florida, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors (the “Board”) approved a Plan of Dissolution (the “Plan”) for the orderly liquidation and wind-up of the Company (the “Dissolution”). A copy of the press release is filed as Exhibit 99.1 to this report.

The Plan and the Dissolution are contingent on approval of the Plan by the Company’s shareholders. The Company intends to hold its annual meeting of its shareholders in the second quarter of 2020, at which shareholders will approve the Dissolution pursuant to the Plan. The Company will file a proxy statement in advance of the annual meeting containing further information regarding, among other things, the Plan and the Dissolution. The Dissolution pursuant to the Plan will be approved if a majority of the outstanding shares of the common stock of the Company vote for the Plan. The Dissolution may be postponed or abandoned by the Board at any time, including after shareholder approval. The foregoing summary of the Plan and the Dissolution does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit No. Description

2.1	Plan of Dissolution of CBA Florida, Inc.
99.1	Press Release dated February 11, 2020

Legal Notice Regarding Forward-Looking Statements

This Form 8-K contains certain forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the adoption of the Plan, the expected timing of the Dissolution and related matters. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue” or the negative of such terms or other similar expressions. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. There are no guarantees that the Company will be able to successfully complete the implementation of the Plan or that there will be any specific amount of reserve funds (or any at all) available for future distributions. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2019, June 30, 2019, and September 30, 2019, respectively, each as filed with the Securities and Exchange Commission, contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. The Company assumes no obligation to update any forward-looking statement contained in this Form 8-K.

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.

	CBA FLORIDA, INC.
Date: February 11, 2020	By:	/s/Anthony Snow
		President and Corporate Secretary

EX-2.1

Exhibit 2.1

PLAN OF DISSOLUTION OF CBA FLORIDA, INC.

This Plan of Dissolution (this “Plan”), dated as of [DATE] (the “Plan Date”), is intended to accomplish the dissolution and winding up of CBA FLORIDA, INC., a Florida corporation (the “Corporation”), in accordance with the Florida Business Corporation Act (the “FBCA”).

1.       Approval and Adoption of Plan. The directors of the Corporation (the “Directors”) took action at a meeting duly called and held on February 11, 2020 and voted to propose and recommend to the shareholders of the Corporation (the “Shareholders”) that the Corporation be dissolved. The Directors further included in the proposal to Shareholders the following Plan for winding up and dissolving the Corporation and providing for the liquidation of the Corporation.

The Shareholders of the Corporation met on [DATE] (the “Adoption Date”), and at least a majority of all the votes entitled to be cast approved the dissolution of the Corporation and adopted this Plan as recommended by the Directors. The shareholder authorization permits revocation by action of the board of directors alone, and therefore the Directors may revoke the dissolution without shareholder action.

2.       General Authorization. The Directors are authorized, as of the Adoption Date, without further action by Shareholders, to do and perform or cause the officers of the Corporation (the “Officers”), subject to approval of the Directors, to do and perform any and all acts, and to make, execute, deliver, or adopt any and all agreements, resolutions, conveyances, certificates, and other documents of every kind that are deemed necessary, appropriate, or desirable, in the absolute discretion of the Directors, to implement the winding up of the business and affairs of the Corporation according to this Plan, including, but not limited to:

a.       Marshalling all of the Corporation’s assets;

b.        Selling any, all, or substantially all of the assets of the Corporation;

c. Paying all expenses incurred in connection with the implementation of this Plan including, but not limited to, any consulting, professional, legal and other fees and expenses of persons or entities providing services to the Corporation;

d. Satisfying, settling, or rejecting all liabilities, claims, debts, or obligations of the Corporation, whether by payment or by making adequate provisions for payments;

e.        Prosecuting and defending actions or proceedings by or against the Corporation;

f. Distributing assets of the Corporation to the Shareholders in the time and manner, and to the fullest extent, permitted by the FBCA; and

g. Filing all final tax returns or other forms, making final payments, and closing any tax accounts or other obligations as required by any local, state or federal law or regulation to effect the winding up of the Corporation’s business and affairs and the dissolution of the Corporation.

3.       Indemnification. The Corporation shall continue to indemnify its Officers, Directors, and employees in accordance with the FBCA, its articles of incorporation, bylaws, any contractual arrangements, and its existing directors’ and officers’ liability insurance policy, for acts and omissions in connection with the Corporation’s dissolution, implementation of this Plan and the winding up of the business and affairs of the Corporation.

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4. Filing of Tax Forms. The Corporation shall file final returns, pay final obligations, and close all tax accounts as required by any local, state or federal law, including but not limited to:

a. IRS Form 966 with the Internal Revenue Service not later than 30 days following the Adoption Date. If the Corporation amends this Plan, it shall file an additional Form 966 within 30 days of the amendment; and

b. A federal income tax return with the Internal Revenue Service not later than the 15^th day of the fourth full month following the date of dissolution, which is the Adoption Date for Internal Revenue Service purposes.

5.        Articles of Dissolution and Effective Date. On or after the Adoption Date, the Corporation shall prepare and file articles of dissolution with the Florida Department of State, Division of Corporations (“DOC”) in accordance with the FBCA. The Corporation shall be dissolved on the date the articles of dissolution are accepted by the DOC unless the articles of dissolution specify a later effective date in accordance with the FBCA (the “Effective Date”).

6.       Cessation of Business Activities. The Corporation shall cease carrying on its business after the Effective Date except as necessary to wind up its business and affairs, including retaining such employees and consultants as necessary or desirable to carry out these activities.

7.       Known Claims Notice and Settlement. The Corporation has elected not to incur the costs and obligations that are required to follow the accelerated claims procedures under Section 1406 of the FBCA for known claims.

8.       Other Claims Notice. The Corporation will fully comply with the optional notice procedures of Section 1407 of the FBCA for other claims, including but not limited to filing a notice of corporate dissolution (the “Notice of Corporate Dissolution”) with the DOC within ten days after filing the articles of dissolution, publishing a notice of corporate dissolution (the “Notice of Corporate Dissolution”) in a newspaper of general circulation in Clark County, NV, which Notice of Corporate Dissolution shall be published at least once a week for two consecutive weeks. In accordance with Section 1407 of the FBCA, the Notice of Corporate Dissolution must specify the information that must be included in the claim and state that:

a.       The Corporation is the subject of a dissolution and the Effective Date;

b. A claim must be in writing and provide a mailing address where a claim may be sent; and

c. The claim will be barred unless the claimant commences a proceeding to enforce the claim within four years after either:

i.       The filing of the notice (if the notice is not published in a newspaper); or

ii. The date of the second consecutive weekly publication of the notice (if the notice is published in a newspaper).

9.        Security for Contingent Claims. The Corporation has elected not to incur the costs and obligations necessary to file an application with a circuit court for a determination of any security that the Corporation would otherwise provide for the payment of claims that are either contingent, unknown to the Corporation or based on an event occurring after the Effective Date but that, based on the facts known to the Corporation, are reasonably estimated to arise after the Effective Date (“Contingent and Unknown Claims”). However, the Corporation may voluntarily establish a reserve as security for such Contingent and Unknown Claims in an amount and for a period of time as it may determine in its absolute discretion.

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10.       Plan of Distribution.

a. On and after the Effective Date, the Corporation shall liquidate the Corporation’s assets in accordance with the terms of this Plan and the FBCA. This action by and on behalf of the Corporation does not require further approval by the Shareholders and may include efforts such as:

i. Undertaking all reasonable efforts to collect on assets of the Corporation, including taking such actions necessary to collect any amounts due to the Corporation by a third party, a Director, a Shareholder, or an employee.

ii.       Selling any, all, or substantially all of the Corporation’s assets.

iii. Disposing of any property of the Corporation not to be distributed in kind to the Shareholders.

b. On and after the Effective Date, the Corporation shall make adequate provision, by payment or otherwise, for the Corporation’s known claims.

c. On and after the Effective Date, the Corporation has discretion in determining the manner and timing in which the distributions to shreholders are to be completed. Distributions pursuant to this Plan or any other requirements of the FBCA may occur at a single time or be undertaken in a series of transactions over time. Unless otherwise provided herein, the distributions may be in cash or in assets or in combination of such. The Corporation has absolute discretion to make such distributions in such amounts and at such time or times as it determines.

IN WITNESS WHEREOF, the Corporation has approved dissolution and adopted this Plan by the following signature(s) as of the Adoption Date.

Date: _____________________
	[APPROVING PARTY TITLE]
	By_____________________ Name:
	[APPROVING PARTY TITLE]
	By_____________________ Name:

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EX-99.1

Exhibit 99.1

CBA FLORIDA, INC. ANNOUNCES INTENT TO CALL SHAREHOLDER MEETING, PROPOSES APPROVAL OF PLAN OF LIQUIDATION AND DISSOLUTION

LAS VEGAS, NV / ACCESSWIRE / February 11, 2020 / CBA Florida, Inc. (www.cbafloridainc.com) (OTC PINK: CBAI) ("CBAI" or the "Company") today announced that its Board of Directors (the “Board”) has approved a Plan of Liquidation and Dissolution of the Company (the “Plan of Dissolution” or the “Plan”), subject to shareholder approval. The Company presently intends to hold an annual meeting of its shareholders (the “Annual Meeting”) in the second quarter of 2020 for purposes of the election of directors, approving the Plan of Dissolution, and to vote on other related matters and proposals that might arise. If the shareholders approve the Plan of Dissolution, the Company intends to file articles of dissolution, satisfy or resolve its remaining liabilities and obligations, including but not limited to known and unknown contingent liabilities and claims, costs associated with the liquidation and dissolution, taxes payable, and other contingencies and costs. If the shareholders approve the Plan, the Board currently intends to make an initial distribution of at least $0.0048 per share as promptly as reasonably possible thereafter.

Prior to the filing of articles of dissolution, the Board will continue to evaluate any strategic alternatives available to the Company in accordance with its fiduciary duties to the Company and its shareholders.

David Sandberg, CBAI’s Chairman, stated, “After devoting substantial time and effort in identifying and pursuing opportunities to maximize shareholder value, including discussions of a stock sale with multiple parties that ultimately failed, the Board has decided to move forward with a dissolution, subject to shareholder approval. The Board engaged one of the top global economic consulting firms, which recently completed an estimate of certain liabilities of the Company, in order to confirm the Company is in a position to make a cash distribution. In the coming weeks, the Company intends to announce the date of the Annual Meeting and will file preliminary proxy materials.”

About CBA Florida, Inc.

CBA Florida, Inc., formerly Cord Blood America, Inc., does not currently have any active business operations and consists of the cash, receivables, and liabilities remaining post-closing of the sale of substantially all of the Company’s assets.

Forward-Looking Statements

Some statements made in this press release are forward-looking statements. The Company uses words such as “anticipate,” “believe,” “expect,” “future,” “intend,” “plan,” and similar expressions to identify forward-looking statements. These statements are based largely on the Company’s expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company’s control. Actual results could differ materially from these forward-looking statements as a result of, among other factors, risks and uncertainties associated with its continuing limited operations, as well as liabilities and third-party claims currently existing or which may arise in the future. The Company encourages you to review other factors that may affect its future results in its filings with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this press release will in fact occur. The Company does not undertake, and the Company specifically disclaims any obligation to update any forward-looking statements to reflect occurrences, developments, events, or circumstances after the date of such statement.

Investor Contact:

Anthony Snow

asnow@cbafloridainc.com