California Cryobank Stem Cell Services LLC entered into an agreement acquire all assets from Cord Blood America, Inc. (OTCPK:CBAI) for $15.5 million on February 6, 2018. Under the terms of the agreement, California Cryobank will pay an upfront cash amount of $12.5 million, and $3 million will be paid as escrow. In connection with the sale, California Cryobank and Cord Blood America (‘CBAI’) will enter into a transitional services agreement. In case of termination, CBAI will pay a termination fee of $1.6 million to California Cryobank, and California Cryobank will pay a fee of $0.8 million to CBAI. The completion of the transaction is contingent upon approval by Cord Blood America shareholders, receipt of certain third-party consents; FamilyCord's obtaining external financing and customary closing conditions. Red Oak Partners, LLC and its affiliated funds together representing approximately 30% ownership of Cord Blood have agreed to vote in favor of the transaction. The Board of Directors of CBAI have approved the transaction. On May 15, 2018, shareholders of Cord Blood America approved the transaction. The transaction is expected to close during the second quarter of 2018. Upon completion of the transaction, Cord Blood America presently estimates it will distribute a portion of the sale proceeds to its shareholders. CREO Montminy & Co., LLC provided fairness opinion to Cord Blood Board of Directors in connection with the transaction. Kenneth A. Schlesinger of Olshan Frome Wolosky LLP acted as legal advisor for CBAI, and Jay de Groot of Morrison & Foerster LLP acted as legal advisor for California Cryobank. California Cryobank Stem Cell Services LLC completed the acquisition of all assets from Cord Blood America, Inc. (OTCPK:CBAI) on May 17, 2018. Pursuant to the terms of the agreement, upon the closing of the transaction, the articles of incorporation of Cord Blood America were amended to change the name of the company to “CBA, Inc.”