CESCA THERAPEUTICS INC. (NASDAQ:KOOL) Files An 8-K Entry into a Material Definitive Agreement

CESCA THERAPEUTICS INC. (NASDAQ:KOOL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

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Entry into a Material Definitive Agreement.

On November 29, 2017, Cesca Therapeutics Inc. (the “Company”) entered into a placement agency agreement (the “Agreement”) with Dawson James Securities, Inc. to the Agreement, the Company agreed to sell up to 900,000 shares of common stock, par value $0.001, at a public offering price of $3.00 per share.

The Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification by the Company against certain liabilities.

The offering was a shelf takedown off of the Company’s registration statement on Form S-3 (File No. 333-212314). The material terms of the offering are described in a prospectus supplement which was filed by the Company with the Securities and Exchange Commission to Rule 424(b) under the Securities Act of 1933, as amended, on November 29, 2017.

The closing of the offering to the Agreement is expected to take place on December 1,2017, subject to the satisfaction of customary closing conditions.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

A copy of the opinion of Foley & Lardner LLP relating to the legality of the securities offered by the Company is attached as Exhibit 5.1 hereto.

On November 29, 2017, the Company issued a press release announcing the pricing of a public offering of 900,000 shares of common stock of the Company. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number



Opinion of Foley & Lardner LLP


Placement Agency Agreement, dated November 29, 2017, between Cesca Therapeutics Inc. and Dawson James Securities, Inc.


Consent of Foley & Lardner LLP (included in Exhibit 5.1)


Press Release of Cesca Therapeutics Inc., dated November 29, 2017.

EX-5.1 2 ex_101146.htm EXHIBIT 5.1 ex_101146.htm ATTORNEYS AT LAW   100 NORTH TAMPA STREET,…
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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.

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