Item 3.03. Material Modification to Rights of Security Holders.
On June 25, 2020, CBA Florida, Inc. (the "Company") filed Articles of
Dissolution with the Secretary of State of the State of Florida pursuant to the
Company's Plan of Dissolution (the "Plan"), which were adopted by the Company's
Board of Directors on February 11, 2020, approved by the Company's shareholders
on May 28, 2020 and will be effective as of June 26, 2020. As of the 5:00 p.m.
Eastern Time on June 26, 2020 (the "Effective Time"), the Company's transfer
books will be closed and the Company anticipates its common stock will cease
trading on the OTC Marketplace. After the Effective Time, the Company will not
record any further transfers of its common stock except transfers by will,
intestate succession or operation of law and transfers initiated prior to the
Effective Time, which will be allowed to settle even if those transfers would
not settle until after the Effective Time. The Effective Time will also serve as
the final record date for purposes of the Company's previously announced
liquidating distribution of $0.0062 per share to the Company's shareholders of
record as of the close of business on June 26, 2020 and for any future cash
distributions to shareholders. For additional information regarding the
Company's voluntary dissolution and liquidation and the Plan, please see the
Company's Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission (the "SEC") on April 20, 2020 (the "Proxy Statement"). A
copy of the Company's Articles of Dissolution is attached hereto as Exhibit 4.1
and is incorporated herein by reference.
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 expected or anticipated future reporting behavior of
the Company, the implementation of the Plan, and potential future liquidating
distributions. 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 on the expected timeframe
or at all. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, filed with the SEC on March 25, 2020, contains and identifies
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit No. Description
4.1 Articles of Dissolution of CBAI Florida, Inc.
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