XML 18 R8.htm IDEA: XBRL DOCUMENT v3.7.0.1
Note 3 - Long-term Debt - Related Party
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
3.
Long Term Debt – Related Party
 
Bill Payment Arrangement
The Company entered into a bill payment arrangement whereby Boyalife Group Ltd. (“Payor”), the Company’s largest shareholder, agreed to pay the Company’s legal expenses payable to the Company’s attorney related to certain litigation involving SynGen Inc. (the “Bill Payment Arrangement”), although the Company remains jointly and severally liable for the payment of such legal fees. The terms of the Bill Payment Arrangement provided that the Company will reimburse Payor for any and all amounts paid by Payor in connection with the Bill Payment Arrangement under certain specified events. As of
March
31,
2017,
invoices totaling
$606
had been paid by Payor and are included in related party payable as the Company anticipates repaying this within a year. There is no interest accruing. As the Company is using a different attorney than specified in the bill payment arrangement for this litigation, the arrangement is no longer current.
 
Revolving Credit Agreement
On
March
6,
2017,
Cesca entered into the Credit Agreement with Boyalife Investment Fund II, Inc. (the “Lender”). The Lender is a wholly owned subsidiary of Boyalife Group Inc., which is owned and controlled by the Company’s Interim Chief Executive Officer and Chairman of the Board of Directors. The Credit Agreement grants to the Company the right to borrow up to
$5,000
in amounts of
$500
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.
 
 
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 pay legal expenses under the bill payment arrangement 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 Company’s common stock at a conversion price equal to
90%
of the average daily volume-weighted average trading price of the Company’s 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 number of outstanding shares of common stock of the Company 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 Lender’s obligation to make advances under the Loan is subject to the Company’s 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 Company’s 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 Company recorded interest expense of
$19
for the
three
months ended
March
31,
2017.