CESCA THERAPEUTICS INC. (KOOL) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.

The information disclosed in Item 5.02 of this Amended 8-K with
respect to Mr. Straceys removal as President and Chief Executive
Officer of the Company and the Severance Benefits (as defined
below) payable under the Employment Agreement (as defined below),
the Retention Agreement (as defined below) and the Executive
Release (as defined below) is incorporated by reference into this
Item 2.04.

Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Principal Officers.

Removal and Appointment of Directors

At the Board Meeting, the Boyalife Entities, which collectively
own greater than a majority of the outstanding shares of the
Companys common stock, served the Board with a written consent of
a majority of the Companys stockholders removing each of Mr.
Moore, Mr. Bagnall and Mr. Stracey from the Board to the Companys
bylaws and Section 141(k) of the Delaware General Corporation
Law.

Also at the Board Meeting, prior to the removal of each of
Messrs. Moore, Bagnall and Stracey as directors, the Board
appointed Mr. James Xu as a member of the Board, effective
immediately, as a nominee of the Boyalife Entities to the terms
of the Nomination and Voting Agreement dated February 13, 2016 by
and among the Company and the Boyalife Entities (the Voting
Agreement). Following the removal of each of Messrs. Moore,
Bagnall and Stracey as directors and the appointment of Mr. James
Xu to the Board, the Boyalife Entities, to the terms of the
Voting Agreement, provided a written notice of appointment by
which Ms. Vivian Liu was designated as appointee to the Board by
the Boyalife Entities, and Ms. Liu was then appointed as a member
of the Board, effective immediately. The terms of the Voting
Agreement have been previously disclosed and described in the
Companys Current Reports on Form 8-K filed with the SEC on
February 3, 2016 and February 13, 2016. Dr. Xiaochun Xu, one of
the Companys existing directors, is the Chairman of each of the
Boyalife Entities.

Ms. Liu was affirmatively determined to be independent by a
unanimous vote of the Board, including the Governance and
Nominating Committee, in accordance with NASDAQ Rule 5605(a)(2),
and was subsequently appointed to serve on the Audit Committee,
Compensation Committee and Governance and Nominating Committee of
the Board. Dr. Xiaochun Xu was also appointed to serve as
Chairman of the Board.

Mr. Xu is a practicing attorney and licensed CPA in the State of
Illinois with over 18 years of experience in corporate operation
strategy and litigation, including patent prosecution and
litigation, intellectual property licensing, corporate strategic
taxation planning, corporate restructuring and mergers and
acquisitions. Mr. Xu has been the General Counsel of the Boyalife
Group since 2010. He received an MS in Electrical Engineering and
an MBA from the University of Mississippi, a J.D. and LL.M. in
Taxation from DePaul Law School, and an LL.M. in Intellectual
Properties and an LL.M. in Information Technologies from John
Marshall Law School. Mr. James Xu is also licensed by the U.S.
Patent and Trademark Office.

Ms. Liu is currently a partner at OxOnc Development LP, and also
a member of the board of directors at Innovus Pharmaceuticals,
Inc., where she previously served as president and chief
executive officer. Ms. Liu co-founded Apricus Biosciences, Inc.,
a NASDAQ traded company, and served in numerous capacities,
including chairman of the board, chief executive officer and
chief financial officer. Ms. Liu received her B.A. in
International Relations from University of California, Berkeley
in 1983 and her MPA in International Finance from University of
Southern California in 1985.

Ms. Liu and Mr. James Xu will each receive an annual Board
retainer of $35,000 paid quarterly, and will also receive a
nonqualified stock option grant of 1,250 shares. The options have
a seven year life and vest monthly over one year. Additionally,
Ms. Liu will receive approximately $5,000 quarterly in committee
fees.

Ms. Liu and Mr. James Xu have not previously held any positions
with the Company, and neither of them have any family
relationships with any director or executive officer of the
Company or persons nominated or chosen by the Company to become
directors or executive officers.

The Company is not aware of any transaction in which Ms. Liu or
Mr. James Xu has an interest requiring disclosure under Item
404(a) of Regulation S-K, and there are no other arrangements or
understandings between management, on the one hand, and Ms. Liu
or Mr. James Xu, on the other hand, with respect to their
respective appointments as directors other than their nomination
by the Boyalife Entities to the Voting Agreement.

Each of Ms. Vivian Liuand Dr. Xiaochun Xu have also entered into
the Companys standard form of Indemnification Agreement to which
the Company has agreed to indemnify each of Ms. Vivian Liu and
Dr. Xiaochun Xu from certain liabilities they may incur as a
result of serving in their capacities as directors of the
Company. Mr. James Xu is also expected to enter into the
Company’s standard form of indemnification agreement. The form
of Indemnification Agreement is filed as Exhibit 10.1 hereto,
which is incorporated herein by reference.

Removal and Appointment of Principal Executive Officer

Following the changes to the composition of the Board initiated
by the Boyalife Entities described above, on November 3, 2016,
the Board removed Mr. Stracey as President and Chief Executive
Officer of the Company and terminated his employment, in each
case without prior notice and without cause, and the Board
appointed Dr. Xiaochun Xu as the interim Chief Executive Officer
of the Company. In connection with Mr. Straceys termination as a
director, President and Chief Executive Officer of the Company,
he entered into a General Release and Waiver with the Company
(the Executive Release), to which the Company, on the one hand,
and Mr. Stracey, on the other hand, released each other from any
and all claims and liabilities each may have against the other,
subject to the terms thereof. The Executive Release will become
effective upon the expiration of the seven (7)-day revocation
period described therein, subject to the terms thereof.

and subject to the terms of that certain Executive Employment
Agreement dated June 9, 2015 by and between the Company and Mr.
Stracey (the Employment Agreement), that certain Employee
Retention Agreement dated July 26, 2016 by and between the
Company and Mr. Stracey issued under the Short Term Plan which
terms were disclosed in the 8-K filed on July 12, 2016 (the
Retention Agreement) and the Executive Release, Mr. Stracey will
receive certain severance and other benefits as a result of his
removal as the Companys President and Chief Executive Officer and
termination of employment, in each case without cause, including:
(i) a one-time lump sum cash payment of $1,530,000, which
represents the sum of $850,000 for 24 months of his base salary
in effect as of the termination date, $510,000 for two times his
most recently established annual short term incentive target
award, $85,000 for his earned pro rata share of his current short
term incentive compensation and $85,000 for a retention payment
upon termination without cause to the Retention Agreement, (ii)
Company-paid COBRA premiums for continuation coverage for Mr.
Stracey and his dependents under the Companys medical and dental
plans for a period of 24 months or until he obtains employment
providing for medical and dental insurance, and (iii) accelerated
vesting of Mr. Straceys unvested options to acquire 112,000
shares of the Companys common stock and 79,720 unvested shares of
restricted stock (collectively, the Severance Benefits). The
terms of the Employment Agreement were previously disclosed and
described in the Companys Current Reports on Form 8-K filed with
the SEC on June 15, 2015. The foregoing description of the
Executive Release does not purport to be complete and is
qualified in its entirety by reference to the complete text of
such agreement, which is filed as Exhibit 10.2 hereto, which is
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

About CESCA THERAPEUTICS INC. (KOOL)