Long-term debt

3 Months Ended

Mar. 31, 2024

Global Cooling Term Notes

In May 2021, the Company assumed three term notes in the acquisition of Global Cooling. At the time of acquisition, these notes carried aggregate outstanding principal balances of $4.4 million. These term notes bore interest at a floating rate equal to the 3-month LIBOR rate plus 6.5%. The term notes included financial covenants tied to the performance of Global Cooling.

In October 2021, the Company entered into amended and restated term notes for all three term notes (the “Global Cooling Term Notes”) with two lenders. As amended, the principal amount borrowed pursuant to the Global Cooling Amended Term Notes” consisted of an aggregate $4.6 million, with one lender providing two term notes in the principal amount of $1.4 million per note and a separate lender providing one term note in the principal amount of $1.8 million. The maturity dates for the Global Cooling Amended Term Notes are July 17, 2024, September 7, 2024, and December 18, 2027, respectively. All three Global Cooling Amended Term Notes bear interest at a fixed rate of 4.0%, were interest-only with one balloon principal payment at maturity, and could be pre-paid without penalty at any time. The Company fully extinguished the Global Cooling Amended Term Notes with maturity dates of September 7, 2024 and July 17, 2024 on September 20, 2022 and July 17, 2023, respectively. All financial covenants included in the original term notes previously in effect were removed upon amendment and restatement pursuant to the Global Cooling Amended Term Notes.

In connection with the Global Cooling Divestiture as of April 17, 2024, the Company fully extinguished the remaining balance of the Global Cooling Amended Term Notes, totaling $2.6 million. For additional information regarding the Global Cooling Divestiture and associated costs incurred by the Company, see Note 19: Subsequent events.

Term Loan

On September 20, 2022, the Company and certain of its subsidiaries entered into a term loan agreement (the “Loan Agreement”), which provides for a term loan in an aggregate maximum principal amount of up to $60 million in the increments and upon the dates and milestones described below (the “Term Loan”). The Term Loan matures on June 1, 2026. The Loan Agreement permitted the Company to borrow up to $30 million upon the initial closing of the transactions contemplated by the Loan Agreement (the “Term Loan Closing”), and provided options to borrow (i) up to $10 million between the Term Loan Closing and June 30, 2023, (ii) up to $10 million upon the achievement of certain revenue milestones by the Company, and (iii) an additional $10 million at the discretion of the lender. The Company borrowed $20 million at the Term Loan Closing and accounts for the Term Loan at cost. As of December 31, 2023, the Company had not drawn additional funding nor had it met the revenue milestones outlined within the Loan Agreement. The Company had until December 31, 2023 to draw an additional $10 million, subject to approval from the lender, and therefore has no

additional opportunities under the Loan Agreement. 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 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. As of March 31, 2024, the implied interest rate of the Term Loan is 6.6% and the implied value of the Term Loan is $20.4 million. The Loan Agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of March 31, 2024, the Company is in compliance with the covenants set forth in the Loan Agreement.

On April 17, 2024, the Company entered into a Consent and Second Amendment to the Term Loan (the “Amendment”) by and among Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”) and the Company and its subsidiaries. For additional information on the Amendment, see Note 19: Subsequent events.

Long-term debt consisted of the following as of March 31, 2024 and December 31, 2023:


				March 31,		December 31,
(In thousands)	Maturity Date	Interest Rate		2024		2023
Global Cooling Amended Term Notes	Various	4.0	%	$	2,596	$	2,596
Term Loan	Jun-26	7.0	%	20,000		20,000
Insurance premium financing	Jul-24	Various		622		1,348
Freezer equipment loan	Dec-25	5.7	%	279		317
Manufacturing equipment loans	Oct-25	5.7	%	147		172
Freezer installation loan	Various	6.3	%	736		807
Other loans	Various	Various		1		2
Total debt, excluding unamortized debt issuance costs				24,381		25,242
Less: unamortized debt issuance costs				(81)		(98)
Total debt				24,300		25,144
Less: current portion of debt				(8,619)		(6,833)
Total long-term debt				$	15,681	$	18,311

As of March 31, 2024, the Term Loan was secured by substantially all assets of BioLife, SAVSU, CBS, SciSafe, Global Cooling, and Sexton, other than intellectual property, and the Global Cooling Term Amended Notes were secured by substantially all assets of Global Cooling, which security interest was effectively subordinated to the security interest established by the Loan Agreement. Equipment loans are secured by the financed equipment.

In connection with the Global Cooling Divestiture as of April 17, 2024, the Company entered into the Amendment as described above to remove Global Cooling as a party to the Loan Agreement and to release Bank's security interest in the assets of Global Cooling and the shares of capital stock of Global Cooling arising under the Loan Agreement.

As of March 31, 2024, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:


(In thousands)	Amount
2024 (9 months remaining)	$	5,975
2025	10,511
2026	5,218
2027	2,596
2028	-
Thereafter	-
Total debt	$	24,300