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Oh! Now I get it! Maybe the reason for the RS and immediate dilution is to pay Shelter Island the $265,067 per month for six months beginning January 30, 2011. I could be wrong but it makes a whole lot of sense if CBAI is struggling to pay it's bills.
Is CBAI in default or behind on it's six equal monthly installments of $265,067 each, commencing January 30, 2011 due to Shelter Island Opportunity Fund, LLP?
"Note 5. Commitments and Contingencies"
http://www.sec.gov/Archives/edgar/data/1289496/000135448810003655/cbai_10q.htm
395,434,697 of dilution in 1 MONTH!
"as of February 7, 2011, except as otherwise noted, with respect to the beneficial ownership of our common stock and is based on 6,324,198,311 shares of common stock issued and outstanding"
http://www.sec.gov/Archives/edgar/data/1289496/000135448811000407/cbai_pre14a.htm
The OS is 6,719,633,008 as of March 10, 2011.
http://www.sec.gov/Archives/edgar/data/1289496/000135448811000708/cbai_pre14a.htm
Matt said no more dilution, Matt said cash flow positive, Matt said no Reverse Split, Matt said #1 in the world, Matt said $14.5 million left over for future acquisitions, Matt said this, Matt said that.
CCMEX might be tired of this whole mess anyway for being dragged into court and sued by CCEL Imo. The fact of the matter of all the trouble and expense of having to get legal representation and to top it off CBAI doesen't have the money anyway. Why should CCMEX continue to be bothered?
Has CBAI paid CCMEX the $14,000,000? Nope! The deal isn't alive, it's dead. Money talks, BS walks.
The Biocells LOI didn't come with an iron clad specifically detailed SEC 8-K filed 90 day Closing Date either. Over and out.
CCMEX wants $14,000,000 in cash that CBAI admitted it can't come up with.
It's over. End of discussion.
Mmmmm Nope, where is document, SEC filing, or PR saying the date agreed to by the parties in writing has been amended or changed?
CBAI had 90 days to come up with the $14,00,000 and couldn't do it regardless of the lawsuit. The show is over.
17. CLOSING DATE. The acquisition transaction shall close in a term no longer than ninety (90) days following the date of execution of this document (the “Closing Date”), or on such date agreed to by the parties in writing, and at a time and place agreed to by the parties hereto in writing. The Closing Date, time, place and actions to be taken at such place on such Closing Date and time are referred to herein as the “Closing.”
By: /s/ Joseph R. Vicente
Name: Joseph R. Vicente
Title: COO
Date: 12-3-2010
http://www.sec.gov/Archives/edgar/data/1289496/000135448810003802/cbai_ex1013.htm
CCMEX already knows CBAI has admitted to not completing the due dilligence and lacks the funds to move forward. CBAI knows it, CCMEX knows it, the lawyers know it, no amendment to the original 8-K filing, no amended date agreed to by the parties in writing, and at a time and place agreed to by the parties hereto in writing. It's over.
"this Agreement shall automatically terminate and be of no further force or effect"
12. FAILURE TO CLOSE. If the acquisition of the Business is not consummated as provided for herein because of the failure of one of the Conditions to Close, this Agreement shall automatically terminate and be of no further force or effect, without any responsibility of or by any of the parties and therefore without penalty. If the acquisition of the Business is not consummated by said Closing Date as the result of action or inaction by any of the parties, which action or inaction shall be deemed a breach of this Agreement by such party, the party in breach acknowledges that remedies at law may be inadequate to compensate the Purchaser as a result of such breach of this Agreement, and without prejudice to any other rights and remedies otherwise available, the parties agree that the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach in a court of competent jurisdiction, including specific performance of this Agreement and the acquisition transaction. Such a remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement but shall be in addition to all other remedies available at law or equity.
http://www.sec.gov/Archives/edgar/data/1289496/000135448810003802/cbai_ex1013.htm
It's over.
WRONG AGAIN! Anybody including CCEL can make a play for CCMEX now.
11. EXCLUSIVE DEALING. Until ninety (90) days after the date of execution of this Agreement, the Seller will not enter into any agreement, discussion, or negotiation with, or provide information to, or solicit, encourage, entertain or consider any inquiries or proposals from, any other corporation, firm or other person with respect to (a) the possible acquisition or disposition of all or any part of the Business or sale of shares by Seller, or (b) any business combination involving the Business, whether by way of merger, consolidation, share exchange, asset sale, or other transaction.
http://www.sec.gov/Archives/edgar/data/1289496/000135448810003802/cbai_ex1013.htm
Mmmmm Nope, the FACTS say differently. No extention mentioned in today's 10:21 Modify Recapitalization PR either.
The extention could have easily been placed today's PRER 14A filing or the 10:21 PR and wasn't.
Looks like the CCMEX LOI is officially dead with no extention mentioned in today's filing. The 90 day deadline is today. Kiss CCMEX good bye! :P
"becoming the most significant stem cell company in the world". What a joke! :P
"If we can continue this pace of expansion and acquisition, we will fast approach our goal of becoming the most significant stem cell company in the world," Matthew Schissler, co-founder and CEO, said."
http://www.cordblood-america.com/cbai-news/159-cord-blood-america-otc-bb-cbai-expands-into-china-germany-south-america-opens-large-stem-cell-lab-in-las-vegas-all-in-half-year
"In the case of Cryo-Cell de Mexico, the Company entered into a Letter of Intent on December 8, 2010, subject to material conditions subsequent which must be satisfied prior to any closing, for the acquisition of all of the business and assets (excluding real estate), of Cryo-Cell de México. However, the Company has not completed its due diligence investigation of Cry-Cell de Mexico, nor has it identified a source for the substantial amount of equity capital which the Company would be required to raised in order to move forward with any such acquisition. As a result, a possible acquisition of Cryo-Cell de Mexico is most uncertain at this date, and this solicitation of an amendment of the Company’s Articles of Incorporation to increase authorized capital stock does not relate specifically to, nor should not be construed as a referendum on, this possible acquisition, due to these uncertainties."
http://www.sec.gov/Archives/edgar/data/1289496/000135448811000407/cbai_pre14a.htm
The court has directed that the transaction may not be closed until a further hearing is held.
ITEM 3. LEGAL PROCEEDINGS.
On December 16, 2010, the Company filed an action in the Circuit Court in Pinellas County, Florida against Cord Blood America, Inc. (“CBAI”) seeking an injunction against consummation of the proposed acquisition by CBAI of the assets of Cryo-Cell de Mexico, S.A. de C.V. (“CCMEX”), the Company’s exclusive licensee in Mexico. The action is docketed at Civil No. 10-17412-CI-20. The Company believes that the proposed acquisition would violate its License Agreement with CCMEX. CBAI announced on December 8, 2010 that it had entered into a letter of intent for the proposed acquisition with CCMEX on December 3, 2010.
The Company also filed a motion for a temporary injunction. CBAI filed a motion to dismiss on the ground that CCMEX was an indispensable party to the action. After a hearing on January 14, 2011, the court granted the motion to dismiss, allowing the Company to join CCMEX to the action, and setting a hearing on February 25, 2011 on the Company’s motion for an injunction. After CCMEX was joined to the action, both defendants filed motions to dismiss, and the injunction hearing has been continued. The court has directed that the transaction may not be closed until a further hearing is held.
http://www.sec.gov/Archives/edgar/data/862692/000119312511049956/d10k.htm
Agreed! CBAI .004 buyers lost 43% at that level.
There were buyers and sellers bidding .004 too and look where CBAI is trading right now.
Mid to low 1's coming soon is my prediction. :P
WOW! 5,000,000 and 6,000,000 blocks dumped at the bid at the low price of the day.
Looks like somebody is desperate to get out of CBAI before the close today.
What if CBAI files or is forced into bankruptcy by creditors?
I recall some here saying CBAI 4's were cheap, now they're saying 2's are cheap, next 1's will be cheap, then 000's will be cheap.
How's CBAI still trading in the mid 2's range for market appeal and investor sentiment?
Yep, everything is just fine and dandy.
ARCA pulled the plug on bidding CBAI stock. What happened?
12,000,000 shares dumped at the bid within two minutes. Yep, the case has been dismissed AND postponed to March 11th.
Case Dismissed or postponed till March 11th? Make up your mind!!! :P
Hmmm, the Pinellas Court Clerk's word vs. the word of CBAI's attorney, I think I'll stick with the Pinellas County Court Clerk's story that there has been no documented postponement of the case to March 11th!!!
The Mexico LOI closes on March 3rd too. Without a 8K/A saying the LOI has been extended the Mexico deal is dead.
Mmmmm NOPE, the court clerk did not confirm the case has been postponed to March 11th. WRONG AGAIN!
Looks like some BAD NEWS from the Pinellas County Court is coming today for CBAI Imo.
No Reverse Split, Cash Flow Positive, Case Dismissed, all LIES told by the CEO.
DEF 14A next week will confirm the 500:1 Reverse Split :P
CCEL vs. CBAI Case Dismissed today? WRONG!!!
I can't wait to read the next pie in the sky feel good fantasy.
Insiders and note holders own the majority of CBAI shares. The 500:1 reverse split will go through as planned, retail shareholders don't own enough shares to stop the R/S. The proxy vote is just a formality. This reverse split has been planned since the "Nuisance Lawsuit" PR on 12/17/10 and nothing or nobody will prevent it from happening.
Why didn't Matt tell shareholders of the secret board of directors meeting held on 12/17/10 there would be a reverse split?
:P
Here ya go! Matt says NO REVERSE SPLIT in this link:
http://www.blip.tv/file/2875811
(November 20, 2009)
Matt staed in a 2009 or 2010 interview that he wouldn't reverse split the stock until CBAI became well entrenched in profitability. I will look for the link if you can't find it. CBAI has never been profitable and is staring a 500 to 1 reverse split in the face.
It is just a matter of time when some lawyer or lawyers post a press release looking for CBAI shareholders to join a class action lawsuit Imo.
CBAI buying Cord Blood Registry---Mmmmm, Nope---WRONG again!
CBAI shares will not dip below .004---WRONG
There will be no reverse split of CBAI stock---WRONG
DW is in a partnership with CBAI to buy Cryo-Mexico---WRONG
CBAI will steal Cryo-Mexico from CCEL---WRONG
WRONG WRONG WRONG WRONG!!!!!
Looks like short covering of CBAI stock to me and the shorting will continue. Shorts always take advantage of reverse split announcements, no exceptions.
"Someone bought into the selloff to keep it from falling precipitously"
Shorting and covering of CBAI stock all the way down to triple zero's Imo.