is gone fishing
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AZFL Time to take down all those stickies except the one closest to the Truth!
GLTC Great bid support @ .55
GLTC Buying the dips... http://stockcharts.com/h-sc/ui?s=GLTC&p=D&yr=0&mn=6&dy=0&id=p55074899767
GLTC Buying the dips... http://stockcharts.com/h-sc/ui?s=GLTC&p=D&yr=0&mn=6&dy=0&id=p55074899767
CBAI Big buys slapping the ask .0034 on deck!
HHSE Nice close!
GLTC- Ground floor... Holliston Fire Department to Test FireIce
JUPITER, Fla., April 28, 2015 /PRNewswire/ -- GelTech Solutions, Inc. (PINKSHEETS: GLTC) is pleased to announce that the Fire Department of Holliston, Massachusetts has agreed to use FireIce in two of the department's four engine companies. In connection with this test program, the department will be sharing data with GelTech for each fire event, which will highlight the instances where FireIce is used.
"We are excited to be working with Chief Cassidy and the Holliston Fire Department," stated Michael Reger, president of GelTech. "We are confident the data we gather from this joint effort will demonstrate that using FireIce will reduce the time needed to suppress fires, resulting in less fire department time on scene and less water usage, thus reducing costs to the department, reducing property damage and improving safety for department personnel."
"For several years, the Holliston Fire Department has been focused on performance management to make more efficient use of municipal resources. Gathering field data for GelTech Solutions seemed like a natural partnership," explained Holliston Fire Chief Michael Cassidy. "Two of our four engine companies will be equipped with FireIce, while the other two engine companies will remain the control group, thereby using the scientific method for the field testing," continued Chief Cassidy.
About GelTech Solutions, Inc.
GelTech Solutions creates innovative, earth-friendly, cost-effective products that help government agencies, industry, agriculture, and the general public achieve goals such as water conservation and protecting lives, homes and property from fires, all in an environmentally sensitive manner. All the products currently marketed by GelTech Solutions, Inc. were created for the Company by inventor, chief technology officer and acting chief executive officer, Peter Cordani.
FireIce is a dry polymer powder that when hydrated produces a water-based fire retardant and suppressant. FireIce is an extremely versatile tool used by wildland agencies, municipal fire departments, and utility and industrial companies around the world. FireIce can be used in all types of fire apparatus, including: fire extinguishers, pumper trucks, airtanker aircraft, wildland fire engines, and home defense units for personal home protection.
For more information on GelTech, please visit: http://www.geltechsolutions.com/.
Investors:
For Investor Relations Questions, please call:
Paul Christle
GelTech Solutions, Inc.
844-FOR-GLTC
For more information on Holliston Fire, please visit: http://www.hollistonfire.com/.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/holliston-fire-department-to-test-fireice-300072952.html
SOURCE GelTech Solutions, Inc.
http://www.otcmarkets.com/stock/GLTC/news
Thanks Myth, HHSE's time to shine!
HHSE Looking Good here. Higher base forming... http://stockcharts.com/h-sc/ui?s=HHSE&p=D&yr=0&mn=6&dy=0&id=p21439638851
GLTC chart is now looking Bullish... http://stockcharts.com/h-sc/ui?s=GLTC&p=D&yr=0&mn=6&dy=0&id=p55074899767
Much better! Now tightened up .39 x.40
GLTC .40 on deck! MMs now hiding the bids... .3501 x .40
JUPITER, Fla., April 28, 2015 /PRNewswire/ -- GelTech Solutions, Inc. (PINKSHEETS: GLTC) is pleased to announce that the Fire Department of Holliston, Massachusetts has agreed to use FireIce in two of the department's four engine companies. In connection with this test program, the department will be sharing data with GelTech for each fire event, which will highlight the instances where FireIce is used.
"We are excited to be working with Chief Cassidy and the Holliston Fire Department," stated Michael Reger, president of GelTech. "We are confident the data we gather from this joint effort will demonstrate that using FireIce will reduce the time needed to suppress fires, resulting in less fire department time on scene and less water usage, thus reducing costs to the department, reducing property damage and improving safety for department personnel."
"For several years, the Holliston Fire Department has been focused on performance management to make more efficient use of municipal resources. Gathering field data for GelTech Solutions seemed like a natural partnership," explained Holliston Fire Chief Michael Cassidy. "Two of our four engine companies will be equipped with FireIce, while the other two engine companies will remain the control group, thereby using the scientific method for the field testing," continued Chief Cassidy.
About GelTech Solutions, Inc.
GelTech Solutions creates innovative, earth-friendly, cost-effective products that help government agencies, industry, agriculture, and the general public achieve goals such as water conservation and protecting lives, homes and property from fires, all in an environmentally sensitive manner. All the products currently marketed by GelTech Solutions, Inc. were created for the Company by inventor, chief technology officer and acting chief executive officer, Peter Cordani.
FireIce is a dry polymer powder that when hydrated produces a water-based fire retardant and suppressant. FireIce is an extremely versatile tool used by wildland agencies, municipal fire departments, and utility and industrial companies around the world. FireIce can be used in all types of fire apparatus, including: fire extinguishers, pumper trucks, airtanker aircraft, wildland fire engines, and home defense units for personal home protection.
For more information on GelTech, please visit: http://www.geltechsolutions.com/.
Investors:
For Investor Relations Questions, please call:
Paul Christle
GelTech Solutions, Inc.
844-FOR-GLTC
For more information on Holliston Fire, please visit: http://www.hollistonfire.com/.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/holliston-fire-department-to-test-fireice-300072952.html
SOURCE GelTech Solutions, Inc.
http://www.otcmarkets.com/stock/GLTC/news
Holliston Fire Department to Test FireIce
JUPITER, Fla., April 28, 2015 /PRNewswire/ -- GelTech Solutions, Inc. (PINKSHEETS: GLTC) is pleased to announce that the Fire Department of Holliston, Massachusetts has agreed to use FireIce in two of the department's four engine companies. In connection with this test program, the department will be sharing data with GelTech for each fire event, which will highlight the instances where FireIce is used.
"We are excited to be working with Chief Cassidy and the Holliston Fire Department," stated Michael Reger, president of GelTech. "We are confident the data we gather from this joint effort will demonstrate that using FireIce will reduce the time needed to suppress fires, resulting in less fire department time on scene and less water usage, thus reducing costs to the department, reducing property damage and improving safety for department personnel."
"For several years, the Holliston Fire Department has been focused on performance management to make more efficient use of municipal resources. Gathering field data for GelTech Solutions seemed like a natural partnership," explained Holliston Fire Chief Michael Cassidy. "Two of our four engine companies will be equipped with FireIce, while the other two engine companies will remain the control group, thereby using the scientific method for the field testing," continued Chief Cassidy.
About GelTech Solutions, Inc.
GelTech Solutions creates innovative, earth-friendly, cost-effective products that help government agencies, industry, agriculture, and the general public achieve goals such as water conservation and protecting lives, homes and property from fires, all in an environmentally sensitive manner. All the products currently marketed by GelTech Solutions, Inc. were created for the Company by inventor, chief technology officer and acting chief executive officer, Peter Cordani.
FireIce is a dry polymer powder that when hydrated produces a water-based fire retardant and suppressant. FireIce is an extremely versatile tool used by wildland agencies, municipal fire departments, and utility and industrial companies around the world. FireIce can be used in all types of fire apparatus, including: fire extinguishers, pumper trucks, airtanker aircraft, wildland fire engines, and home defense units for personal home protection.
For more information on GelTech, please visit: http://www.geltechsolutions.com/.
Investors:
For Investor Relations Questions, please call:
Paul Christle
GelTech Solutions, Inc.
844-FOR-GLTC
For more information on Holliston Fire, please visit: http://www.hollistonfire.com/.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/holliston-fire-department-to-test-fireice-300072952.html
SOURCE GelTech Solutions, Inc.
http://www.otcmarkets.com/stock/GLTC/news
Holliston Fire Department to Test FireIce
JUPITER, Fla., April 28, 2015 /PRNewswire/ -- GelTech Solutions, Inc. (PINKSHEETS: GLTC) is pleased to announce that the Fire Department of Holliston, Massachusetts has agreed to use FireIce in two of the department's four engine companies. In connection with this test program, the department will be sharing data with GelTech for each fire event, which will highlight the instances where FireIce is used.
"We are excited to be working with Chief Cassidy and the Holliston Fire Department," stated Michael Reger, president of GelTech. "We are confident the data we gather from this joint effort will demonstrate that using FireIce will reduce the time needed to suppress fires, resulting in less fire department time on scene and less water usage, thus reducing costs to the department, reducing property damage and improving safety for department personnel."
"For several years, the Holliston Fire Department has been focused on performance management to make more efficient use of municipal resources. Gathering field data for GelTech Solutions seemed like a natural partnership," explained Holliston Fire Chief Michael Cassidy. "Two of our four engine companies will be equipped with FireIce, while the other two engine companies will remain the control group, thereby using the scientific method for the field testing," continued Chief Cassidy.
About GelTech Solutions, Inc.
GelTech Solutions creates innovative, earth-friendly, cost-effective products that help government agencies, industry, agriculture, and the general public achieve goals such as water conservation and protecting lives, homes and property from fires, all in an environmentally sensitive manner. All the products currently marketed by GelTech Solutions, Inc. were created for the Company by inventor, chief technology officer and acting chief executive officer, Peter Cordani.
FireIce is a dry polymer powder that when hydrated produces a water-based fire retardant and suppressant. FireIce is an extremely versatile tool used by wildland agencies, municipal fire departments, and utility and industrial companies around the world. FireIce can be used in all types of fire apparatus, including: fire extinguishers, pumper trucks, airtanker aircraft, wildland fire engines, and home defense units for personal home protection.
For more information on GelTech, please visit: http://www.geltechsolutions.com/.
Investors:
For Investor Relations Questions, please call:
Paul Christle
GelTech Solutions, Inc.
844-FOR-GLTC
For more information on Holliston Fire, please visit: http://www.hollistonfire.com/.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/holliston-fire-department-to-test-fireice-300072952.html
SOURCE GelTech Solutions, Inc.
http://www.otcmarkets.com/stock/GLTC/news
Red oak has done great things in the past to turn companies around. Now it's CBAIs turn.
Thanks for sharing great work Myth!
Of coarse They are...
Threw a bunch of shareholders over a cliff, left some hanging on for dear life But first they stole everybodys Wallet!
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112995849
AZFL...The best coarse of action is...
https://tts.sec.gov/oiea/Complaint.html
Don't forget to mention...Ramiro Ray Fernandez is the consultant specialist for AZFL & has been Banned from the Markets for Fraud!...
https://www.linkedin.com/pub/ramiro-ray-fernandez/37/25b/a17
Ray Fernandez, Former Chairman and CEO of Madera International, Inc., Enjoined and Barred from Serving as an Officer or Director of a Public Company...
https://www.sec.gov/litigation/litreleases/lr18171.htm
CBAI vol. picking up, A/S Maxed out!
GTRQ 8K Item 5.06 Change in Shell Company Status.
On April 15, 2015, GeoTraq Inc. (“GeoTraq”) received a deposit of $50,000 for the sale of Cell-ID tracking devices that it will be required to manufacture pursuant to a purchase order for Cell-ID tracking devices. GeoTraq is expecting 50 Cell-ID tracking device prototypes to be delivered before April 30, 2015. Once the prototypes arrive, the Cell-ID tracking devices will be submitted for testing and certification. After certification, GeoTraq will manufacture and deliver 5,000 Cell-ID tracking device to satisfy existing orders. GeoTraq anticipates that it will recognize revenue from the sale of these Cell-ID tracking devices in the fourth quarter of its fiscal year ending July 31, 2015.
As a result of the aforementioned deposit and operations, GeoTraq is actively engaged in the manufacture and sale of its Cell-ID tracking devices, is engaged in more than nominal activities and is no longer a shell company.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10636262
Red Oak has a great track record...Just what we needed here.
Dear Fellow Shareholders of Cord Blood America, Inc.:
As you know, on April 9, 2015 Cord Blood America, Inc. (the “Company”) announced the $0.724 million preferred equity investment by Red Oak Partners LLC and affiliates (collectively “Red Oak”), the proceeds of which have been used to prepay part of the Tonaquint debt obligation. In combination with the Company’s prior payments using cash from operations, this leaves the current balance at approximately $1.4 million, relieving almost a full year of payment obligations which could have been challenging to meet, and positioning the Company in a far more favorable place with respect to how it can approach growth and value-enhancing opportunities.
Previously, we set a Special Meeting of Shareholders (the “Special Meeting”), with Proposal No. 1 to be decided at the Special Meeting as follows: “ TO AUTHORIZE THE FILING OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO FIX AUTHORIZED CAPITAL AT 2,895,000,000 CAPITAL SHARES, OF WHICH 5,000,000 SHARES SHALL BE SHARES OF PREFERRED STOCK, AND 2,890,000,000 SHARES SHALL BE SHARES OF COMMON STOCK.” We adjourned the Special Meeting to provide you, the shareholder, with additional time to review the Red Oak transaction and make an informed vote regarding the increase in common shares. The Special Meeting is now set for May 7 th , 2015, at 10:30 a.m. Pacific Time, to be held at the Company’s offices, located at 1857 Helm Drive, Las Vegas, NV 89119.
IT IS IMPORTANT FOR YOU TO READ THE ENCLOSED PROXY SUPPLEMENT AND VOTE ON THE ENCLOSED PROXY CARD.
The Directors of CBAI unequivocally continue to support a “FOR” vote to increase the authorized shares. In fact, we believe the reasons to vote “FOR” this transaction become even more compelling with the announcement of Red Oak’s investment than when we first made public our intentions in January 2015 to seek an increase in the authorized number of common shares.
THE EQUITY INVESTMENT MADE BY RED OAK PARTNERS, LLC, IN ADDITION TO THEIR REPRESENTATION ON OUR BOARD, WILL REDUCE OUR DEBT AND ALLOW US TO FOCUS ON LONG TERM GROWTH AND SHAREHOLDER VALUE.
We believe it is important to address some key questions you may have:
If the shareholder vote is successful and the authorized shares are approved, will all of these shares immediately be issued and dilute common stockholders?
NO. Only the Board can authorize any issuance (should these shares be approved). If the authorized shares are approved, then the Board and Company will have a newly authorized pool of shares from which to consider issuing equity in the future. However, other than the automatic conversion of Red Oak’s preferred stock into common stock, as described herein, the common shares issued and outstanding shall NOT change until the Board approves such issuances.
1
Does the Board intend to issue the shares, if approved, immediately?
NO. The Board now consists of five directors, three of whom are new and independent from management. New members – all from Red Oak - bring strong public company financial and board experience and are aligned with shareholders given Red Oak’s equity ownership. The Board does not have any specific plan to issue shares today and does not intend to blindly dilute shareholders. The Board hopes to have the ability to access a pool of authorized shares prudently and as needed to run the business, inclusive of pursuing an acquisition and growth strategy which it believes can increase per share value.
If we approve increasing the authorized shares by 2,000,000,000 so that the new authorized number is 2,890,000,000 common shares, does this mean Red Oak will own 29.979% of the 2,890,000,000 authorized shares?
NO. Red Oak will own 29.979% of the then-ISSUED and OUTSTANDING (not AUTHORIZED) shares. Should shareholders approve the proposed increase to the authorized shares, Red Oak would be required to convert all of its preferred shares into 381,052,632 newly issued common shares, which would result in 890,000,000 + 381,052,632 = 1,271,052,632 ISSUED shares outstanding. This is a fixed amount of shares at conversion, not a floating conversion that historically caused further unpredictable amounts of dilution as determined in previously entered into convertible debenture agreements. Red Oak’s ownership would represent the same 29.979% of common as it currently does under its preferred shares owned. There would remain 1,618,947,368 authorized but UN-issued common shares available for potential issuance, such as for acquisitions.
Why is the Board seeking to approve the authorization of just over two hundred percent of the number of existing shares?
We have executed on initiatives which we believe benefit shareholders; we settled a difficult lawsuit with Tonaquint, we then addressed an onerous settlement payment schedule with Tonaquint. Now, we have new investors who are active at the Board level, and with a healthier balance sheet we are able to consider growth initiatives which, although previously available to us, we were not able to reasonably fund or pursue. We now believe we can increase value with certain investments in growth. High insider ownership aligns us to not wish to recklessly spend, but rather utilize sound business judgment to close on special opportunities as they arise. Due to our low market capitalization, the new authorized shares would reflect approximately $6.2 million in added value based on the current share price (as of the date this form has been printed), and it is possible that we may identify one or several growth opportunities which could require this size equity investment (over a few years or potentially less). The Board has experience in executing acquisitions, significant ownership in the company and alignment with shareholders, and is asking that shareholders vote to approve the authorized share increase so that it has adequate purchasing power, should it need it, to execute its growth strategy while recognizing it is also possible that a majority of these shares may not be issued for many years, or ever.
2
Does the Board intend to issue a large number of newly authorized shares to insiders?
NO. Since 2012, there have been NO new insider grants. The newly populated Board has created a new Compensation Committee (as well as new Audit and Nominating & Governance committees) of which duties shall include periodic review of compensation and incentive programs. The Board expects to review management alignment and incentives and could create plans including an employee option or share plan or certain sales of restricted stock to management at market prices. However, any approved incentive plans or share or option issuances shall be approved at an arm’s length basis (from management) by Directors who are independent from management, including by Directors who are employed with Red Oak and whose value (in its investment in CBAI) would be reduced by unreasonable compensation or issuances made to management. The Board believes that this reflects reasonable checks and balances necessary to mitigate conflicts of interest. Further, the Board does not intend to issue any shares to Directors in at least the first year. However, over time the Board may seek to grow and consider established and qualified candidates to help with its growth strategy, and reserves the right to issue shares to Directors as part of this effort or as the Company’s EBITDA per share grows (ensuring shareholders are seeing per share EBITDA growth). The Board has established compensation for non-management Directors of $5,000 per year plus $1,000 per year for the Chairman of the Nominating & Governance Committee (currently Adrian Pertierra), $2,000 per year for the Chairman of the Compensation Committee (currently Tim McGrath), $3,000 per year for the Chairman of the Audit Committee (currently Anthony Snow), and $4,000 per year for the Chairman of the Board (currently David Sandberg). David Sandberg, the Chairman of the Board, has informed the Board that he will waive all Board compensation for 2015 due to him.
If the increase in authorized shares is approved and the Board then issues a significant number of shares as part of various transactions, could Red Oak’s common share ownership be diluted?
YES.
If the increase in authorized shares is not approved, how can Red Oak achieve a return on its investment and does this cause a conflict of interest either regarding shareholders’ best interests or vs. Red Oak’s investment strategy? Dear Fellow Shareholders of Cord Blood America, Inc.:
As you know, on April 9, 2015 Cord Blood America, Inc. (the “Company”) announced the $0.724 million preferred equity investment by Red Oak Partners LLC and affiliates (collectively “Red Oak”), the proceeds of which have been used to prepay part of the Tonaquint debt obligation. In combination with the Company’s prior payments using cash from operations, this leaves the current balance at approximately $1.4 million, relieving almost a full year of payment obligations which could have been challenging to meet, and positioning the Company in a far more favorable place with respect to how it can approach growth and value-enhancing opportunities.
Previously, we set a Special Meeting of Shareholders (the “Special Meeting”), with Proposal No. 1 to be decided at the Special Meeting as follows: “ TO AUTHORIZE THE FILING OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO FIX AUTHORIZED CAPITAL AT 2,895,000,000 CAPITAL SHARES, OF WHICH 5,000,000 SHARES SHALL BE SHARES OF PREFERRED STOCK, AND 2,890,000,000 SHARES SHALL BE SHARES OF COMMON STOCK.” We adjourned the Special Meeting to provide you, the shareholder, with additional time to review the Red Oak transaction and make an informed vote regarding the increase in common shares. The Special Meeting is now set for May 7 th , 2015, at 10:30 a.m. Pacific Time, to be held at the Company’s offices, located at 1857 Helm Drive, Las Vegas, NV 89119.
IT IS IMPORTANT FOR YOU TO READ THE ENCLOSED PROXY SUPPLEMENT AND VOTE ON THE ENCLOSED PROXY CARD.
The Directors of CBAI unequivocally continue to support a “FOR” vote to increase the authorized shares. In fact, we believe the reasons to vote “FOR” this transaction become even more compelling with the announcement of Red Oak’s investment than when we first made public our intentions in January 2015 to seek an increase in the authorized number of common shares.
THE EQUITY INVESTMENT MADE BY RED OAK PARTNERS, LLC, IN ADDITION TO THEIR REPRESENTATION ON OUR BOARD, WILL REDUCE OUR DEBT AND ALLOW US TO FOCUS ON LONG TERM GROWTH AND SHAREHOLDER VALUE.
We believe it is important to address some key questions you may have:
If the shareholder vote is successful and the authorized shares are approved, will all of these shares immediately be issued and dilute common stockholders?
NO. Only the Board can authorize any issuance (should these shares be approved). If the authorized shares are approved, then the Board and Company will have a newly authorized pool of shares from which to consider issuing equity in the future. However, other than the automatic conversion of Red Oak’s preferred stock into common stock, as described herein, the common shares issued and outstanding shall NOT change until the Board approves such issuances.
1
Does the Board intend to issue the shares, if approved, immediately?
NO. The Board now consists of five directors, three of whom are new and independent from management. New members – all from Red Oak - bring strong public company financial and board experience and are aligned with shareholders given Red Oak’s equity ownership. The Board does not have any specific plan to issue shares today and does not intend to blindly dilute shareholders. The Board hopes to have the ability to access a pool of authorized shares prudently and as needed to run the business, inclusive of pursuing an acquisition and growth strategy which it believes can increase per share value.
If we approve increasing the authorized shares by 2,000,000,000 so that the new authorized number is 2,890,000,000 common shares, does this mean Red Oak will own 29.979% of the 2,890,000,000 authorized shares?
NO. Red Oak will own 29.979% of the then-ISSUED and OUTSTANDING (not AUTHORIZED) shares. Should shareholders approve the proposed increase to the authorized shares, Red Oak would be required to convert all of its preferred shares into 381,052,632 newly issued common shares, which would result in 890,000,000 + 381,052,632 = 1,271,052,632 ISSUED shares outstanding. This is a fixed amount of shares at conversion, not a floating conversion that historically caused further unpredictable amounts of dilution as determined in previously entered into convertible debenture agreements. Red Oak’s ownership would represent the same 29.979% of common as it currently does under its preferred shares owned. There would remain 1,618,947,368 authorized but UN-issued common shares available for potential issuance, such as for acquisitions.
Why is the Board seeking to approve the authorization of just over two hundred percent of the number of existing shares?
We have executed on initiatives which we believe benefit shareholders; we settled a difficult lawsuit with Tonaquint, we then addressed an onerous settlement payment schedule with Tonaquint. Now, we have new investors who are active at the Board level, and with a healthier balance sheet we are able to consider growth initiatives which, although previously available to us, we were not able to reasonably fund or pursue. We now believe we can increase value with certain investments in growth. High insider ownership aligns us to not wish to recklessly spend, but rather utilize sound business judgment to close on special opportunities as they arise. Due to our low market capitalization, the new authorized shares would reflect approximately $6.2 million in added value based on the current share price (as of the date this form has been printed), and it is possible that we may identify one or several growth opportunities which could require this size equity investment (over a few years or potentially less). The Board has experience in executing acquisitions, significant ownership in the company and alignment with shareholders, and is asking that shareholders vote to approve the authorized share increase so that it has adequate purchasing power, should it need it, to execute its growth strategy while recognizing it is also possible that a majority of these shares may not be issued for many years, or ever.
2
Does the Board intend to issue a large number of newly authorized shares to insiders?
NO. Since 2012, there have been NO new insider grants. The newly populated Board has created a new Compensation Committee (as well as new Audit and Nominating & Governance committees) of which duties shall include periodic review of compensation and incentive programs. The Board expects to review management alignment and incentives and could create plans including an employee option or share plan or certain sales of restricted stock to management at market prices. However, any approved incentive plans or share or option issuances shall be approved at an arm’s length basis (from management) by Directors who are independent from management, including by Directors who are employed with Red Oak and whose value (in its investment in CBAI) would be reduced by unreasonable compensation or issuances made to management. The Board believes that this reflects reasonable checks and balances necessary to mitigate conflicts of interest. Further, the Board does not intend to issue any shares to Directors in at least the first year. However, over time the Board may seek to grow and consider established and qualified candidates to help with its growth strategy, and reserves the right to issue shares to Directors as part of this effort or as the Company’s EBITDA per share grows (ensuring shareholders are seeing per share EBITDA growth). The Board has established compensation for non-management Directors of $5,000 per year plus $1,000 per year for the Chairman of the Nominating & Governance Committee (currently Adrian Pertierra), $2,000 per year for the Chairman of the Compensation Committee (currently Tim McGrath), $3,000 per year for the Chairman of the Audit Committee (currently Anthony Snow), and $4,000 per year for the Chairman of the Board (currently David Sandberg). David Sandberg, the Chairman of the Board, has informed the Board that he will waive all Board compensation for 2015 due to him.
If the increase in authorized shares is approved and the Board then issues a significant number of shares as part of various transactions, could Red Oak’s common share ownership be diluted?
YES.
If the increase in authorized shares is not approved, how can Red Oak achieve a return on its investment and does this cause a conflict of interest either regarding shareholders’ best interests or vs. Red Oak’s investment strategy?
Red Oak’s investment strategy is to provide capital to stabilize what it believes to be an otherwise healthy business which has been previously unable to optimize its value due to dilutive debt which drove significant share dilution, litigation related to such debt, and onerous payment schedules related to the settlement terms of such litigation. Red Oak will own 29.979% of the equity value realized upon a sale of the company, absent any other share issuances, regardless of whether it holds preferred or common shares. Red Oak recognizes it cannot sell the preferred shares in the open market, but this does not necessarily mean they are entirely illiquid. The investment was made from internal Funds which do not have “end” lives (such as seven year private equity funds), and Red Oak has other investments in micro cap public companies which span greater than seven years. Red Oak can achieve value by selling its preferred shares or upon a sale, further noting that Red Oak has not had any talks about a sale with anyone to this point. Red Oak’s stated position is to convert its preferred shares into common and further invest in the business to create increased shareholder value.
3
How Can I Vote Without Attending the Special Meeting?
There are three convenient methods for registered stockholders to direct their vote by proxy without attending the Special Meeting:
? Submit your proxy by Internet. You can submit your proxy via the Internet. The website address for Internet voting is www.proxyvote.com and is provided on your Cord Blood proxy card. You will need to use the control number appearing on your Cord Blood proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 6, 2015. Internet voting is available 24 hours a day. If you submit your proxy via the Internet you do NOT need to submit a proxy by telephone or return a proxy card.
? Vote by Telephone. You will also be able to submit your proxy by telephone by calling (800) 454-8683, which is the toll-free telephone number provided on your proxy card. You will need to use the control number appearing on your proxy card to submit your proxy by telephone. You may transmit your voting instructions from any touch-tone telephone up until 11:59 P.M. Eastern Time on May 6, 2015. Telephone voting is available 24 hours a day. If you submit your proxy by telephone you do NOT need to submit a proxy over the Internet or return a proxy card.
? Vote by Mail. You can submit your proxy by marking, dating and signing the Proxy Card, and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Special Meeting.
Proxies should not be sent by the stockholder to the Company. Please instead use the pre-addressed, postage-paid envelope that is provided.
If you are a beneficial owner, or you hold your shares in "street name," please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by Internet or telephone.
How do I vote if I never received a proxy card and do not have my control number?
If you hold your shares through a bank or broker in street name and need assistance in receiving your control number to vote, please contact our proxy solicitor, InvestorCom, Inc. at (877) 972-0090.
4
If I Voted Previously and Now Want to Make a Change, How Can I Change My Vote?
Registered stockholders can revoke their proxy at any time before it is voted at the Special Meeting by either:
? Submitting another timely, later-dated proxy by Internet, telephone or mail;
? Delivering timely written notice of revocation to our Company’s Corporate Secretary, Cord Blood America, Inc., 1857 Helm Drive, Las Vegas, NV 89119; or
? Attending the Special Meeting and voting in person.
Street name shareholders can change their vote by going to the website www.proxyvote.com or calling (800) 454-8683 and entering your control number in order to change your vote.
We recognize that it has been a bumpy ride for CBAI and its shareholders over these past several years. Difficult terms on prior debt caused significant dilution, and the steps required to resolve the debt also led to litigation and a challenging settlement payment schedule. Due to our small size we were unable to spend in line with much of our competition, as we spent time unwinding unprofitable investments and aligned revenues with expenses knowing that the company could ill afford additional convertible debenture agreements for purposes of working capital. We were unable to maximize growth opportunities which were otherwise visible to us. The Company’s weak financial position also made it vulnerable to competitors or others who might try to take control of the Company for their potential benefit rather than for the purpose of optimizing value for our shareholders.
In spite of those challenges, the Company has reorganized by divesting itself of money losing subsidiaries/affiliates, built a quality operational platform with the necessary accreditations for growth, been producing cash from operations since the second quarter of 2012, and achieved just over a 13% revenue increase in the year ending 2014 versus 2013. The recent investment by Red Oak has further advanced our progress by meaningfully alleviating the burden of the Tonaquint settlement payment schedule, has brought in experienced Directors to a Board now populated by a majority of Directors independent from management, and allows us to – for the first time in a long time – consider ways to grow both organically and via mergers and acquisitions. It is an exciting time for us, but the Board does require a pool of authorized shares to allow it to comfortably operate the business and execute on pursuits for growth. Because the Board has significant ownership in the Company, it believes it is aligned with respect to not wanting to see unreasonable share issuances, and it is possible that a large number of the authorized shares are not issued for years, if ever – particularly if we cannot close on certain growth related investments or if we are able to structure such investments in ways – including cash down, new debt, seller notes, earnout notes, etc. – which may require fewer shares to be issued.
5
The Directors of CBAI ask for your “FOR” vote on May 7, 2015 for these reasons.
Sincerely,
Date: April 22, 2015
By:
/s/ David Sandberg
David Sandberg,
Chairman of the Board
Date: April 22, 2015
By:
/s/ Joseph Vicente
Joseph Vicente,
President
IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR PROXY CARD, OR NEED ADDITIONAL COPIES OF OUR PROXY MATERIALS, PLEASE CALL OUR PROXY SOLICITOR, INVESTORCOM, INC., AT THE PHONE NUMBERS LISTED BELOW:
InvestorCom, Inc.
65 Locust Avenue, New Canaan, CT 06840
Telephone: (203) 972-9300
Toll Free (877) 972-0090
Fax: (203) 966-6478
E-mail: info@investor-com.com
Red Oak’s investment strategy is to provide capital to stabilize what it believes to be an otherwise healthy business which has been previously unable to optimize its value due to dilutive debt which drove significant share dilution, litigation related to such debt, and onerous payment schedules related to the settlement terms of such litigation. Red Oak will own 29.979% of the equity value realized upon a sale of the company, absent any other share issuances, regardless of whether it holds preferred or common shares. Red Oak recognizes it cannot sell the preferred shares in the open market, but this does not necessarily mean they are entirely illiquid. The investment was made from internal Funds which do not have “end” lives (such as seven year private equity funds), and Red Oak has other investments in micro cap public companies which span greater than seven years. Red Oak can achieve value by selling its preferred shares or upon a sale, further noting that Red Oak has not had any talks about a sale with anyone to this point. Red Oak’s stated position is to convert its preferred shares into common and further invest in the business to create increased shareholder value.
3
How Can I Vote Without Attending the Special Meeting?
There are three convenient methods for registered stockholders to direct their vote by proxy without attending the Special Meeting:
? Submit your proxy by Internet. You can submit your proxy via the Internet. The website address for Internet voting is www.proxyvote.com and is provided on your Cord Blood proxy card. You will need to use the control number appearing on your Cord Blood proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 6, 2015. Internet voting is available 24 hours a day. If you submit your proxy via the Internet you do NOT need to submit a proxy by telephone or return a proxy card.
? Vote by Telephone. You will also be able to submit your proxy by telephone by calling (800) 454-8683, which is the toll-free telephone number provided on your proxy card. You will need to use the control number appearing on your proxy card to submit your proxy by telephone. You may transmit your voting instructions from any touch-tone telephone up until 11:59 P.M. Eastern Time on May 6, 2015. Telephone voting is available 24 hours a day. If you submit your proxy by telephone you do NOT need to submit a proxy over the Internet or return a proxy card.
? Vote by Mail. You can submit your proxy by marking, dating and signing the Proxy Card, and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Special Meeting.
Proxies should not be sent by the stockholder to the Company. Please instead use the pre-addressed, postage-paid envelope that is provided.
If you are a beneficial owner, or you hold your shares in "street name," please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by Internet or telephone.
How do I vote if I never received a proxy card and do not have my control number?
If you hold your shares through a bank or broker in street name and need assistance in receiving your control number to vote, please contact our proxy solicitor, InvestorCom, Inc. at (877) 972-0090.
4
If I Voted Previously and Now Want to Make a Change, How Can I Change My Vote?
Registered stockholders can revoke their proxy at any time before it is voted at the Special Meeting by either:
? Submitting another timely, later-dated proxy by Internet, telephone or mail;
? Delivering timely written notice of revocation to our Company’s Corporate Secretary, Cord Blood America, Inc., 1857 Helm Drive, Las Vegas, NV 89119; or
? Attending the Special Meeting and voting in person.
Street name shareholders can change their vote by going to the website www.proxyvote.com or calling (800) 454-8683 and entering your control number in order to change your vote.
We recognize that it has been a bumpy ride for CBAI and its shareholders over these past several years. Difficult terms on prior debt caused significant dilution, and the steps required to resolve the debt also led to litigation and a challenging settlement payment schedule. Due to our small size we were unable to spend in line with much of our competition, as we spent time unwinding unprofitable investments and aligned revenues with expenses knowing that the company could ill afford additional convertible debenture agreements for purposes of working capital. We were unable to maximize growth opportunities which were otherwise visible to us. The Company’s weak financial position also made it vulnerable to competitors or others who might try to take control of the Company for their potential benefit rather than for the purpose of optimizing value for our shareholders.
In spite of those challenges, the Company has reorganized by divesting itself of money losing subsidiaries/affiliates, built a quality operational platform with the necessary accreditations for growth, been producing cash from operations since the second quarter of 2012, and achieved just over a 13% revenue increase in the year ending 2014 versus 2013. The recent investment by Red Oak has further advanced our progress by meaningfully alleviating the burden of the Tonaquint settlement payment schedule, has brought in experienced Directors to a Board now populated by a majority of Directors independent from management, and allows us to – for the first time in a long time – consider ways to grow both organically and via mergers and acquisitions. It is an exciting time for us, but the Board does require a pool of authorized shares to allow it to comfortably operate the business and execute on pursuits for growth. Because the Board has significant ownership in the Company, it believes it is aligned with respect to not wanting to see unreasonable share issuances, and it is possible that a large number of the authorized shares are not issued for years, if ever – particularly if we cannot close on certain growth related investments or if we are able to structure such investments in ways – including cash down, new debt, seller notes, earnout notes, etc. – which may require fewer shares to be issued.
5
The Directors of CBAI ask for your “FOR” vote on May 7, 2015 for these reasons.
Sincerely,
Date: April 22, 2015
By:
/s/ David Sandberg
David Sandberg,
Chairman of the Board
Date: April 22, 2015
By:
/s/ Joseph Vicente
Joseph Vicente,
President
IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR PROXY CARD, OR NEED ADDITIONAL COPIES OF OUR PROXY MATERIALS, PLEASE CALL OUR PROXY SOLICITOR, INVESTORCOM, INC., AT THE PHONE NUMBERS LISTED BELOW:
InvestorCom, Inc.
65 Locust Avenue, New Canaan, CT 06840
Telephone: (203) 972-9300
Toll Free (877) 972-0090
Fax: (203) 966-6478
E-mail: info@investor-com.com
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10638871
Dear Fellow Shareholders of Cord Blood America, Inc.:
As you know, on April 9, 2015 Cord Blood America, Inc. (the “Company”) announced the $0.724 million preferred equity investment by Red Oak Partners LLC and affiliates (collectively “Red Oak”), the proceeds of which have been used to prepay part of the Tonaquint debt obligation. In combination with the Company’s prior payments using cash from operations, this leaves the current balance at approximately $1.4 million, relieving almost a full year of payment obligations which could have been challenging to meet, and positioning the Company in a far more favorable place with respect to how it can approach growth and value-enhancing opportunities.
Previously, we set a Special Meeting of Shareholders (the “Special Meeting”), with Proposal No. 1 to be decided at the Special Meeting as follows: “ TO AUTHORIZE THE FILING OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO FIX AUTHORIZED CAPITAL AT 2,895,000,000 CAPITAL SHARES, OF WHICH 5,000,000 SHARES SHALL BE SHARES OF PREFERRED STOCK, AND 2,890,000,000 SHARES SHALL BE SHARES OF COMMON STOCK.” We adjourned the Special Meeting to provide you, the shareholder, with additional time to review the Red Oak transaction and make an informed vote regarding the increase in common shares. The Special Meeting is now set for May 7 th , 2015, at 10:30 a.m. Pacific Time, to be held at the Company’s offices, located at 1857 Helm Drive, Las Vegas, NV 89119.
IT IS IMPORTANT FOR YOU TO READ THE ENCLOSED PROXY SUPPLEMENT AND VOTE ON THE ENCLOSED PROXY CARD.
The Directors of CBAI unequivocally continue to support a “FOR” vote to increase the authorized shares. In fact, we believe the reasons to vote “FOR” this transaction become even more compelling with the announcement of Red Oak’s investment than when we first made public our intentions in January 2015 to seek an increase in the authorized number of common shares.
THE EQUITY INVESTMENT MADE BY RED OAK PARTNERS, LLC, IN ADDITION TO THEIR REPRESENTATION ON OUR BOARD, WILL REDUCE OUR DEBT AND ALLOW US TO FOCUS ON LONG TERM GROWTH AND SHAREHOLDER VALUE.
We believe it is important to address some key questions you may have:
If the shareholder vote is successful and the authorized shares are approved, will all of these shares immediately be issued and dilute common stockholders?
NO. Only the Board can authorize any issuance (should these shares be approved). If the authorized shares are approved, then the Board and Company will have a newly authorized pool of shares from which to consider issuing equity in the future. However, other than the automatic conversion of Red Oak’s preferred stock into common stock, as described herein, the common shares issued and outstanding shall NOT change until the Board approves such issuances.
1
Does the Board intend to issue the shares, if approved, immediately?
NO. The Board now consists of five directors, three of whom are new and independent from management. New members – all from Red Oak - bring strong public company financial and board experience and are aligned with shareholders given Red Oak’s equity ownership. The Board does not have any specific plan to issue shares today and does not intend to blindly dilute shareholders. The Board hopes to have the ability to access a pool of authorized shares prudently and as needed to run the business, inclusive of pursuing an acquisition and growth strategy which it believes can increase per share value.
If we approve increasing the authorized shares by 2,000,000,000 so that the new authorized number is 2,890,000,000 common shares, does this mean Red Oak will own 29.979% of the 2,890,000,000 authorized shares?
NO. Red Oak will own 29.979% of the then-ISSUED and OUTSTANDING (not AUTHORIZED) shares. Should shareholders approve the proposed increase to the authorized shares, Red Oak would be required to convert all of its preferred shares into 381,052,632 newly issued common shares, which would result in 890,000,000 + 381,052,632 = 1,271,052,632 ISSUED shares outstanding. This is a fixed amount of shares at conversion, not a floating conversion that historically caused further unpredictable amounts of dilution as determined in previously entered into convertible debenture agreements. Red Oak’s ownership would represent the same 29.979% of common as it currently does under its preferred shares owned. There would remain 1,618,947,368 authorized but UN-issued common shares available for potential issuance, such as for acquisitions.
Why is the Board seeking to approve the authorization of just over two hundred percent of the number of existing shares?
We have executed on initiatives which we believe benefit shareholders; we settled a difficult lawsuit with Tonaquint, we then addressed an onerous settlement payment schedule with Tonaquint. Now, we have new investors who are active at the Board level, and with a healthier balance sheet we are able to consider growth initiatives which, although previously available to us, we were not able to reasonably fund or pursue. We now believe we can increase value with certain investments in growth. High insider ownership aligns us to not wish to recklessly spend, but rather utilize sound business judgment to close on special opportunities as they arise. Due to our low market capitalization, the new authorized shares would reflect approximately $6.2 million in added value based on the current share price (as of the date this form has been printed), and it is possible that we may identify one or several growth opportunities which could require this size equity investment (over a few years or potentially less). The Board has experience in executing acquisitions, significant ownership in the company and alignment with shareholders, and is asking that shareholders vote to approve the authorized share increase so that it has adequate purchasing power, should it need it, to execute its growth strategy while recognizing it is also possible that a majority of these shares may not be issued for many years, or ever.
2Does the Board intend to issue the shares, if approved, immediately?
NO. The Board now consists of five directors, three of whom are new and independent from management. New members – all from Red Oak - bring strong public company financial and board experience and are aligned with shareholders given Red Oak’s equity ownership. The Board does not have any specific plan to issue shares today and does not intend to blindly dilute shareholders. The Board hopes to have the ability to access a pool of authorized shares prudently and as needed to run the business, inclusive of pursuing an acquisition and growth strategy which it believes can increase per share value.
Does the Board intend to issue a large number of newly authorized shares to insiders?
NO. Since 2012, there have been NO new insider grants. The newly populated Board has created a new Compensation Committee (as well as new Audit and Nominating & Governance committees) of which duties shall include periodic review of compensation and incentive programs. The Board expects to review management alignment and incentives and could create plans including an employee option or share plan or certain sales of restricted stock to management at market prices. However, any approved incentive plans or share or option issuances shall be approved at an arm’s length basis (from management) by Directors who are independent from management, including by Directors who are employed with Red Oak and whose value (in its investment in CBAI) would be reduced by unreasonable compensation or issuances made to management. The Board believes that this reflects reasonable checks and balances necessary to mitigate conflicts of interest. Further, the Board does not intend to issue any shares to Directors in at least the first year. However, over time the Board may seek to grow and consider established and qualified candidates to help with its growth strategy, and reserves the right to issue shares to Directors as part of this effort or as the Company’s EBITDA per share grows (ensuring shareholders are seeing per share EBITDA growth). The Board has established compensation for non-management Directors of $5,000 per year plus $1,000 per year for the Chairman of the Nominating & Governance Committee (currently Adrian Pertierra), $2,000 per year for the Chairman of the Compensation Committee (currently Tim McGrath), $3,000 per year for the Chairman of the Audit Committee (currently Anthony Snow), and $4,000 per year for the Chairman of the Board (currently David Sandberg). David Sandberg, the Chairman of the Board, has informed the Board that he will waive all Board compensation for 2015 due to him.
If the increase in authorized shares is approved and the Board then issues a significant number of shares as part of various transactions, could Red Oak’s common share ownership be diluted?
YES.
Does the Board intend to issue the shares, if approved, immediately?
NO. The Board now consists of five directors, three of whom are new and independent from management. New members – all from Red Oak - bring strong public company financial and board experience and are aligned with shareholders given Red Oak’s equity ownership. The Board does not have any specific plan to issue shares today and does not intend to blindly dilute shareholders. The Board hopes to have the ability to access a pool of authorized shares prudently and as needed to run the business, inclusive of pursuing an acquisition and growth strategy which it believes can increase per share value.
If the increase in authorized shares is not approved, how can Red Oak achieve a return on its investment and does this cause a conflict of interest either regarding shareholders’ best interests or vs. Red Oak’s investment strategy?
Red Oak’s investment strategy is to provide capital to stabilize what it believes to be an otherwise healthy business which has been previously unable to optimize its value due to dilutive debt which drove significant share dilution, litigation related to such debt, and onerous payment schedules related to the settlement terms of such litigation. Red Oak will own 29.979% of the equity value realized upon a sale of the company, absent any other share issuances, regardless of whether it holds preferred or common shares. Red Oak recognizes it cannot sell the preferred shares in the open market, but this does not necessarily mean they are entirely illiquid. The investment was made from internal Funds which do not have “end” lives (such as seven year private equity funds), and Red Oak has other investments in micro cap public companies which span greater than seven years. Red Oak can achieve value by selling its preferred shares or upon a sale, further noting that Red Oak has not had any talks about a sale with anyone to this point. Red Oak’s stated position is to convert its preferred shares into common and further invest in the business to create increased shareholder value.
3
How Can I Vote Without Attending the Special Meeting?
There are three convenient methods for registered stockholders to direct their vote by proxy without attending the Special Meeting:
? Submit your proxy by Internet. You can submit your proxy via the Internet. The website address for Internet voting is www.proxyvote.com and is provided on your Cord Blood proxy card. You will need to use the control number appearing on your Cord Blood proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 6, 2015. Internet voting is available 24 hours a day. If you submit your proxy via the Internet you do NOT need to submit a proxy by telephone or return a proxy card.
? Vote by Telephone. You will also be able to submit your proxy by telephone by calling (800) 454-8683, which is the toll-free telephone number provided on your proxy card. You will need to use the control number appearing on your proxy card to submit your proxy by telephone. You may transmit your voting instructions from any touch-tone telephone up until 11:59 P.M. Eastern Time on May 6, 2015. Telephone voting is available 24 hours a day. If you submit your proxy by telephone you do NOT need to submit a proxy over the Internet or return a proxy card.
? Vote by Mail. You can submit your proxy by marking, dating and signing the Proxy Card, and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Special Meeting.
Proxies should not be sent by the stockholder to the Company. Please instead use the pre-addressed, postage-paid envelope that is provided.
If you are a beneficial owner, or you hold your shares in "street name," please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by Internet or telephone.
How do I vote if I never received a proxy card and do not have my control number?
If you hold your shares through a bank or broker in street name and need assistance in receiving your control number to vote, please contact our proxy solicitor, InvestorCom, Inc. at (877) 972-0090.
4
If I Voted Previously and Now Want to Make a Change, How Can I Change My Vote?
Registered stockholders can revoke their proxy at any time before it is voted at the Special Meeting by either:
? Submitting another timely, later-dated proxy by Internet, telephone or mail;
? Delivering timely written notice of revocation to our Company’s Corporate Secretary, Cord Blood America, Inc., 1857 Helm Drive, Las Vegas, NV 89119; or
? Attending the Special Meeting and voting in person.
Street name shareholders can change their vote by going to the website www.proxyvote.com or calling (800) 454-8683 and entering your control number in order to change your vote.
We recognize that it has been a bumpy ride for CBAI and its shareholders over these past several years. Difficult terms on prior debt caused significant dilution, and the steps required to resolve the debt also led to litigation and a challenging settlement payment schedule. Due to our small size we were unable to spend in line with much of our competition, as we spent time unwinding unprofitable investments and aligned revenues with expenses knowing that the company could ill afford additional convertible debenture agreements for purposes of working capital. We were unable to maximize growth opportunities which were otherwise visible to us. The Company’s weak financial position also made it vulnerable to competitors or others who might try to take control of the Company for their potential benefit rather than for the purpose of optimizing value for our shareholders.
In spite of those challenges, the Company has reorganized by divesting itself of money losing subsidiaries/affiliates, built a quality operational platform with the necessary accreditations for growth, been producing cash from operations since the second quarter of 2012, and achieved just over a 13% revenue increase in the year ending 2014 versus 2013. The recent investment by Red Oak has further advanced our progress by meaningfully alleviating the burden of the Tonaquint settlement payment schedule, has brought in experienced Directors to a Board now populated by a majority of Directors independent from management, and allows us to – for the first time in a long time – consider ways to grow both organically and via mergers and acquisitions. It is an exciting time for us, but the Board does require a pool of authorized shares to allow it to comfortably operate the business and execute on pursuits for growth. Because the Board has significant ownership in the Company, it believes it is aligned with respect to not wanting to see unreasonable share issuances, and it is possible that a large number of the authorized shares are not issued for years, if ever – particularly if we cannot close on certain growth related investments or if we are able to structure such investments in ways – including cash down, new debt, seller notes, earnout notes, etc. – which may require fewer shares to be issued.
5
The Directors of CBAI ask for your “FOR” vote on May 7, 2015 for these reasons.
Sincerely,
Date: April 22, 2015
By:
/s/ David Sandberg
David Sandberg,
Chairman of the Board
Date: April 22, 2015
By:
/s/ Joseph Vicente
Joseph Vicente,
President
IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR PROXY CARD, OR NEED ADDITIONAL COPIES OF OUR PROXY MATERIALS, PLEASE CALL OUR PROXY SOLICITOR, INVESTORCOM, INC., AT THE PHONE NUMBERS LISTED BELOW:
InvestorCom, Inc.
65 Locust Avenue, New Canaan, CT 06840
Telephone: (203) 972-9300
Toll Free (877) 972-0090
Fax: (203) 966-6478
E-mail: info@investor-com.com
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10638871
I agree, Smart money holding for the big prize here.
TLFX (.0034) Nice News... DALLAS, April 22, 2015 /PRNewswire/ -- TeleFix Communications Holdings, Inc. (OTC: TLFX) announces the award of a Vertical Solution Provider M2M Agreement contract from Verizon Wireless. The agreement provides authorized use of Verizon's M2M (Machine to Machine) wireless lines of service. Data lines will facilitate machine to machine video communications for users of TeleFix's proprietary workflow process management and documentation system COPS®. The agreement will further enable co-marketing of products with sales distribution allowing the industry leaders to deliver new solutions and mobile experiences for mutual clients. TeleFix is the first known to deploy a forward-thinking subscription based connected solution which fully integrates multiple technologies - Internet of Things Wearable Technology (IOT), Interactive Real Time Live Video, Virtual Cloud Platform (PaaS), and Data Analytics - to solve daily common problems in field service industries.
"This is an exciting development and new direction for TeleFix. A game changer, coupled with Verizon's network equals a whole new way for companies to connect, manage quality, safety, overall field operations, and provide critical documented proof of work," said Mezaun Norman, President, CEO, and Founder of TeleFix Communications. "Companies are always seeking ways to streamline operations and improve margins. Being able to monitor work sites in real time can fill skills gaps with onsite training plus offer remote work opportunities, especially for working mothers. We want this solution to advance industries and improve lives. We are thankful for the support of Verizon's Innovation team and technical partners as we continue to innovate into the future."
The company plans to deliver the following solutions:
Remote live mobile to mobile real time video streaming of field work sites on a secure virtual interactive cloud platform
Real time onsite proprietary workflow process, quality audit and project management from remote command center (COPS®)
Remote monitoring control from expert staffed command center (NOCS)
About TeleFix:
TeleFix Communications Holdings, Inc., a woman-owned emerging high growth business enterprise, is an upcoming leader in providing turn-key network deployment of communication networks and innovative technologies. To learn more, please visit our website at www.TeleFixCommunications.com.
Company to host conference call:
More information will be shared in a live conference call at 9:30 a.m. CT, Friday May 29th, 2015. Participants who choose to call in to the conference call can do so by dialing (605) 562-3000, Pass Code 382359# for U.S. and International participants. For recording of the call dial (605) 562-3099, Access code 382359#.
http://www.otcmarkets.com/stock/TLFX/news/TeleFix-Scores-With-Use-Of-Verizon-s-M2M-Network?id=102584&b=y
TLFX (.0034) Nice News... DALLAS, April 22, 2015 /PRNewswire/ -- TeleFix Communications Holdings, Inc. (OTC: TLFX) announces the award of a Vertical Solution Provider M2M Agreement contract from Verizon Wireless. The agreement provides authorized use of Verizon's M2M (Machine to Machine) wireless lines of service. Data lines will facilitate machine to machine video communications for users of TeleFix's proprietary workflow process management and documentation system COPS®. The agreement will further enable co-marketing of products with sales distribution allowing the industry leaders to deliver new solutions and mobile experiences for mutual clients. TeleFix is the first known to deploy a forward-thinking subscription based connected solution which fully integrates multiple technologies - Internet of Things Wearable Technology (IOT), Interactive Real Time Live Video, Virtual Cloud Platform (PaaS), and Data Analytics - to solve daily common problems in field service industries.
"This is an exciting development and new direction for TeleFix. A game changer, coupled with Verizon's network equals a whole new way for companies to connect, manage quality, safety, overall field operations, and provide critical documented proof of work," said Mezaun Norman, President, CEO, and Founder of TeleFix Communications. "Companies are always seeking ways to streamline operations and improve margins. Being able to monitor work sites in real time can fill skills gaps with onsite training plus offer remote work opportunities, especially for working mothers. We want this solution to advance industries and improve lives. We are thankful for the support of Verizon's Innovation team and technical partners as we continue to innovate into the future."
The company plans to deliver the following solutions:
Remote live mobile to mobile real time video streaming of field work sites on a secure virtual interactive cloud platform
Real time onsite proprietary workflow process, quality audit and project management from remote command center (COPS®)
Remote monitoring control from expert staffed command center (NOCS)
About TeleFix:
TeleFix Communications Holdings, Inc., a woman-owned emerging high growth business enterprise, is an upcoming leader in providing turn-key network deployment of communication networks and innovative technologies. To learn more, please visit our website at www.TeleFixCommunications.com.
Company to host conference call:
More information will be shared in a live conference call at 9:30 a.m. CT, Friday May 29th, 2015. Participants who choose to call in to the conference call can do so by dialing (605) 562-3000, Pass Code 382359# for U.S. and International participants. For recording of the call dial (605) 562-3099, Access code 382359#.
http://www.otcmarkets.com/stock/TLFX/news/TeleFix-Scores-With-Use-Of-Verizon-s-M2M-Network?id=102584&b=y
Since The latest file on 02/15/15 http://www.otcmarkets.com/stock/XCLK/profile XCLK has traded over 3.99 Billion shrs. in 45 sessions. Think it's safe to say the O/S is much much higher than 1,536,071,595>>>>>
Historical Prices
Date Open High Low Close Volume Adj
Close
2015/04/21 0.00050 0.00050 0.00030 0.00050 83,813,872 0.00050
2015/04/20 0.00055 0.00060 0.00040 0.00050 68,743,107 0.00050
2015/04/17 0.00030 0.00060 0.00030 0.00050 187,473,894 0.00050
2015/04/16 0.00040 0.00040 0.00020 0.00029 26,443,166 0.00029
2015/04/15 0.00040 0.00040 0.00020 0.00040 37,431,709 0.00040
2015/04/14 0.00040 0.00040 0.00030 0.00040 89,935,307 0.00040
2015/04/13 0.00030 0.00040 0.00020 0.00040 355,272,154 0.00040
2015/04/10 0.00020 0.00020 0.00010 0.00020 198,832,676 0.00020
2015/04/09 0.00010 0.00020 0.00010 0.00015 14,129,999 0.00015
2015/04/08 0.00020 0.00020 0.00010 0.00010 29,994,187 0.00010
2015/04/07 0.00020 0.00020 0.00010 0.00010 55,302,999 0.00010
2015/04/06 0.00010 0.00020 0.00010 0.00015 53,988,586 0.00015
2015/04/03 0.00010 0.00010 0.00010 0.00010 - 0.00010
2015/04/02 0.00010 0.00020 0.00010 0.00010 37,375,000 0.00010
2015/04/01 0.00010 0.00020 0.00010 0.00010 58,607,200 0.00010
2015/03/31 0.00010 0.00020 0.00010 0.00010 50,196,284 0.00010
2015/03/30 0.00010 0.00020 0.00010 0.00010 89,811,604 0.00010
2015/03/27 0.00020 0.00020 0.00010 0.00010 183,562,087 0.00010
2015/03/26 0.00020 0.00020 0.00010 0.00020 168,942,349 0.00020
2015/03/25 0.00010 0.00020 0.00010 0.00020 13,113,054 0.00020
2015/03/24 0.00020 0.00020 0.00010 0.00015 82,030,208 0.00015
2015/03/23 0.00010 0.00020 0.00010 0.00020 113,159,899 0.00020
2015/03/20 0.00020 0.00020 0.00010 0.00010 64,272,023 0.00010
2015/03/19 0.00010 0.00020 0.00010 0.00010 42,470,136 0.00010
2015/03/18 0.00010 0.00010 0.00010 0.00010 8,500,000 0.00010
2015/03/17 0.00010 0.00010 0.00010 0.00010 41,641,753 0.00010
2015/03/16 0.00010 0.00010 0.00010 0.00010 39,030,000 0.00010
2015/03/13 0.00010 0.00010 0.000001 0.00010 53,967,653 0.00010
2015/03/12 0.00010 0.00010 0.00010 0.00010 1,350,000 0.00010
2015/03/11 0.00010 0.00010 0.00010 0.00010 4,625,000 0.00010
2015/03/10 0.00010 0.00010 0.000010 0.00010 25,080,000 0.00010
2015/03/09 0.00010 0.00010 0.00010 0.00010 39,900,300 0.00010
2015/03/06 0.00010 0.00020 0.00010 0.00010 38,413,927 0.00010
2015/03/05 0.00010 0.00010 0.00010 0.00010 139,397,512 0.00010
2015/03/04 0.00010 0.00010 0.00010 0.00010 55,837,850 0.00010
2015/03/03 0.00010 0.00010 0.00010 0.00010 2,244,545 0.00010
2015/03/02 0.00010 0.00010 0.00010 0.00010 8,150,100 0.00010
2015/02/27 0.00010 0.00010 0.000050 0.00010 2,606,100 0.00010
2015/02/26 0.00010 0.00010 0.000001 0.00010 7,392,000 0.00010
2015/02/25 0.00010 0.00010 0.00010 0.00010 82,010,000 0.00010
2015/02/24 0.00010 0.00010 0.00010 0.00010 9,499,999 0.00010
2015/02/23 0.00010 0.00020 0.00010 0.00010 55,071,170 0.00010
2015/02/20 0.00010 0.00010 0.00010 0.00010 2,356,100 0.00010
2015/02/19 0.00010 0.00010 0.00010 0.00010 2,900,244 0.00010
2015/02/18 0.00010 0.00010 0.00010 0.00010 12,870,488 0.00010
2015/02/17 0.00010 0.00015 0.00010 0.00010 54,397,330 0.00010
I agree, Red Oak is just what the doctor ordered...CBAI could finally be a big winner.
As soon as i spoke they up the bid to .0026 still a 5 pt spread. MMs & or players trying to drag it down...Exciting!
CBAI (.0025 x .0031)-(3 x 2) MMs hiding the bids now!
AZFL...Take a look at chart on 06/16/14...Came out with a press release & a bunch of 3rd party paid promo at the same exact time! Coincedence or Stupid crooks?
60 million DUMP on that same day!
SEC needs to Halt this one!
AZFL...The best coarse of action is...
https://tts.sec.gov/oiea/Complaint.html
Don't forget to mention...Ramiro Ray Fernandez is the consultant specialist for AZFL & has been Banned from the Markets for Fraud!...
https://www.linkedin.com/pub/ramiro-ray-fernandez/37/25b/a17
Ray Fernandez, Former Chairman and CEO of Madera International, Inc., Enjoined and Barred from Serving as an Officer or Director of a Public Company...
https://www.sec.gov/litigation/litreleases/lr18171.htm
The best coarse of action is...
https://tts.sec.gov/oiea/Complaint.html
Don't forget to mention...Ramiro Ray Fernandez is the consultant specialist for AZFL & has been Banned from the Markets for Fraud!...
https://www.linkedin.com/pub/ramiro-ray-fernandez/37/25b/a17
CBAI (.0042) RSI... Nice steady climb up & across the power zone! Slow & steady wins the race...
http://stockcharts.com/h-sc/ui?s=CBAI&p=W&yr=1&mn=0&dy=0&id=p84950918054
CBAI (.0042) RSI... Nice steady climb up & across the power zone! Slow & steady wins the race...
http://stockcharts.com/h-sc/ui?s=CBAI&p=W&yr=1&mn=0&dy=0&id=p84950918054
You may want to pick up a pack for next week...Today was just foreplay! Lol
CBAI (.004) Great close! All have a Great Weekend!
CBAI (.004) Bullish chart now... http://stockcharts.com/h-sc/ui?s=CBAI&p=W&yr=1&mn=0&dy=0&id=p84950918054
CBAI(.004) Nice Move today...Next few weeks should be bullish!
Only difference I see is... We work smarter Not harder! Lol Go CBAI!