Long-term debt

9 Months Ended

Sep. 30, 2023

2022 term loan 2

Upon acquisition of Global Cooling in May 2021, the Company assumed three term notes. In October 2021, the Company entered into amended and restated term notes for all three term notes. Pursuant to the loan agreements, one lender provided two term notes in the amounts of $1.4 million and $1.4 million. A separate lender provided one term note in the amount of $1.8 million. All three term notes bear interest at a fixed rate of 4%, were interest-only with one balloon principal payment at maturity, and could be pre-paid without penalty at any time. As of September 20, 2022, the Company fully extinguished one of the three term notes. All financial covenants included in the original agreements previously in effect were removed by the amended loan agreements.

2022 term loan 3

On September 20, 2022, the Company and certain of its subsidiaries entered into a term loan agreement, which provided for up to $50.0 million in aggregate principal to be drawn. The term loan matures on June 1, 2026. The agreement provided for borrowings of up to $30.0 million upon closing and options to borrow up to $10.0 million between closing and June 30, 2023, up to $10.0 million upon the achievement of certain revenue milestones, and an additional $10.0 million at the discretion of the lender. The Company borrowed $20.0 million upon closing. As of September 30, 2023, the Company had not drawn additional funding nor had it met the revenue milestones outlined within the term loan agreement. The Company has until December 31, 2023 to draw an additional $10.0 million, subject to approval from the lender. Payments on the borrowing are interest-only through June 2024, with additional criteria allowing for interest-only payments to continue

through June 2025. Tranches borrowed under the term loan agreement bear interest at the Wall Street Journal prime rate plus 0.5%. However, the interest rate is subject to a ceiling that restricts the interest rate for each tranche from exceeding 1.0% above the overall rate applicable to each tranche at their respective funding dates and has a balloon payment due at the earliest of term loan maturity, repayment of the term loan in full, or termination of the loan agreement at $1.2 million. The term loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of September 30, 2023, the Company is in compliance with the covenants set forth in the 2022 term loan 3 agreement. In the event that borrowings under 2022 term loan 3 exceed $20.0 million, the Company will become subject to certain financial covenants.

Long-term debt consisted of the following as of September 30, 2023 and December 31, 2022:


				September 30,		December 31,
(In thousands)	Maturity Date	Interest Rate		2023		2022
2022 term loan 2	Various	4.0	%	2,596		2,896
2022 term loan 3	Jun-26	7.0	%	20,000		20,000
Insurance premium financing	Apr-24	8.0	%	2,061		1,074
Freezer equipment loan	Dec-25	5.7	%	355		466
Manufacturing equipment loans	Oct-25	5.7	%	195		266
Freezer installation loan	Various	6.3	%	876		1,078
Other loans	Various	Various		3		6
Total debt, excluding unamortized debt issuance costs				26,086		25,786
Less: unamortized debt issuance costs				(115)		(179)
Total debt				25,971		25,607
Less: current portion				(5,034)		(1,814)
Total long-term debt				$	20,937	$	23,793

2022 term loan 3 is secured by substantially all assets of BioLife, SAVSU, CBS, SciSafe, Global Cooling and Sexton, other than intellectual property. 2022 term loan 2 is secured by substantially all assets of Global Cooling and is effectively subordinated to the security interest established by the lenders of 2022 term loan 3. Equipment loans are secured by the financed equipment.

As of September 30, 2023, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:


(In thousands)	Amount
2023 (3 months remaining)	$	816
2024	6,830
2025	10,511
2026	5,218
2027	2,596
Thereafter	-
Total debt	$	25,971