Merger with TotipotentRX

6 Months Ended

Dec. 31, 2013

Merger with TotipotentRX [Abstract]

Merger with TotipotentRX

5. Merger with TotipotentRX

On July 15, 2013, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), with TotipotentRX providing for the merger of TotipotentRX into the Company, with the Company surviving. TotipotentRX is a privately held biomedical technology company specializing in human clinical trials in the field of regenerative medicine and is the exclusive provider of cell-based therapies to the Fortis Healthcare System.

At the February 13, 2014 Special Meeting, the Company’s stockholders voted in favor of the merger and the TotipotentRX stockholders have also approved the merger. The merger is expected to become effective on February 18, 2014. The combined company will be called Cesca Therapeutics Inc. to better reflect the combined products and services of the two companies.

Upon consummation of the merger, a TotipotentRX stockholder will receive, in exchange for each share of TotipotentRX common stock held by such stockholder immediately before the closing of the Merger, approximately 30 shares of Company common stock, subject to adjustment. After the merger, the former shareholders of TotipotentRX will own approximately 12,490,800 shares of the Company’s common stock. Additionally, TotipotentRX’s Chief Executive Officer will become President of and a director of our Company.

The Merger Agreement contains certain termination rights for both the Company and TotipotentRX, and further provides that, upon termination of the Merger Agreement under specified circumstances, including, but not limited to, termination due to a failure by one party to recommend approval of the merger, a party soliciting an acquisition proposal in breach of the Merger Agreement, or a party entering into an agreement with a third party related to an acquisition proposal, that breaching party may be required to pay to the other party a termination fee of $500,000.