CESCA THERAPEUTICS INC. (NASDAQ:KOOL) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

CESCA THERAPEUTICS INC. (NASDAQ:KOOL) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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Item 2.03, Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant, is incorporated herein by reference.

Item 2.03.Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

On March 6, 2017, Cesca Therapeutics Inc. (the Company) entered
into a Revolving Credit Agreement (the Credit Agreement) with
Boyalife Investment Fund II, Inc., an Illinois corporation (the
Lender). The Lender is a wholly owned subsidiary of Boyalife
Group Inc., which is a company owned and controlled by Dr.
Xiaochun Xu, the Companys Interim Chief Executive Officer and
Chairman of the Board of Directors. The Credit Agreement grants
to the Company the right to borrow up to $5.0 million from Lender
in amounts of $500,000 per advance on an unsecured basis (the
Loan) at any time prior to March 6, 2022 (the Maturity Date). On
the date of the Credit Agreement, the Company made an initial
draw of $1,500,000.

The Credit Agreement and the Convertible Promissory Note issued
thereunder (the Note) provide that the principal and all accrued
and unpaid interest under the Loan will be due and payable on the
Maturity Date, with payments of interest-only due on the last day
of each calendar year. The Loan bears interest at 22% per annum,
simple interest, except that certain borrowed amounts used to
fund certain litigation expenses will not bear interest. The Note
can be prepaid in whole or in part by the Company at any time
without penalty. If the Note is not repaid in full on or before
the Maturity Date, the Lender has the right after the Maturity
Date to convert any unpaid principal and accrued interest into
shares of the Companys common stock at a conversion price equal
to 90% of the average daily volume-weighted average trading price
of the Companys common stock during the 10 trading days
immediately prior to the Maturity Date, provided that the number
of shares issuable upon such conversion may not exceed 19.99% of
the Companys number of outstanding shares of common stock on the
date of the Credit Agreement (unless the Company obtains
stockholder approval for such issuance in the manner required by
the Marketplace Rules of the Nasdaq Stock Market, Inc.).

The Maturity Date of the Note is subject to acceleration at the
option of the Lender upon customary events of default, which
include a breach of the Loan documents, termination of
operations, or bankruptcy. The Lenders obligation to make
advances under the Loan is subject to the Companys
representations and warranties in the Credit Agreement continuing
to be true at all times and there being no continuing event of
default under the Note. The Credit Agreement provides that if the
Lender at any time in the future purchases the Companys blood and
bone marrow processing device business, the Lender would refund
to the Company legal fees expended by the Company in connection
with certain litigation expenses funded by the Company with
proceeds of the Loan.

The descriptions of the Loan Agreement and Note set forth above
are qualified by reference to Exhibit 10.1 and Exhibit 10.2
hereto, which are incorporated herein by reference.

Item .02.Unregistered Sales of Equity
Securities.

The offer and sale of the Note (and the shares of Company common
stock issuable upon conversion of the Note) was made to the
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, including to Rule 506
thereunder. Such offer and sale was made solely to an accredited
investor under Rule 506 and was made without any form of general
solicitation and with full access to any information requested by
the Lender regarding the Company, the Note, and the Companys
common stock.

Item 9.01.Financial
Statements and Exhibits
.

(d)Exhibits

Exhibit

No.

Description

10.1

Revolving Credit Agreement, dated March 6, 2017, between
Cesca Therapeutics Inc. and Boyalife Investment Fund II,
Inc.

10.2

Convertible Promissory Note, dated March 6, 2017, issued by
Cesca Therapeutics Inc. to Boyalife Investment Fund II,
Inc.


About CESCA THERAPEUTICS INC. (NASDAQ:KOOL)

Cesca Therapeutics Inc. is clinical-stage biotechnology company. The Company develops and markets integrated cellular therapies and delivery systems. The Company is engaged in developing and manufacturing of automated blood and bone marrow processing systems that enable the separation, processing and preservation of cell and tissue therapy products. The Company focuses on the business of research, development and commercialization of autologous cell-based therapeutics for use in the regenerative medicine industry. The Company’s therapeutic development initiatives focuses on the fields of cardiovascular medicine and orthopedic regeneration. The Company offers a range of products, such as SurgWerks System, CellWerks System, AutoXpress System (AXP), MarrowXpress System (MXP), BioArchive System, and manual bag sets for use in the processing and cryogenic storage of cord blood.

CESCA THERAPEUTICS INC. (NASDAQ:KOOL) Recent Trading Information

CESCA THERAPEUTICS INC. (NASDAQ:KOOL) closed its last trading session up +0.01 at 2.91 with 49,675 shares trading hands.

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