kool20180630_10q.htm
 

 

Table of Contents

 SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 10-Q

 

 

X  

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2018.

 

or

 

 

___

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from _____________ to _______________.

 

Commission File Number: 000-16375

Cesca Therapeutics Inc.

(Exact name of registrant as specified in its charter)

     

Delaware

(State of incorporation)

 

94-3018487

(I.R.S. Employer Identification No.)

     

2711 Citrus Road

Rancho Cordova, California 95742

(Address of principal executive offices) (Zip Code)

 

(916) 858-5100

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

Yes [X] No [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company [X] Emerging growth company [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at August 10, 2018

Common stock, $.001 par value

 

20,649,147

 

 

 

Cesca Therapeutics Inc.

 

 

INDEX

 

Page Number

Part I  Financial Information

   

 

 

 

 

Item 1.

Financial Statements

1

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

27

 

 

 

 

 

Item 4.

Controls and Procedures

27

 

 

 

 

 

Part II Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

28

 

Item 1A.

Risk Factors

28

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

Item 3.

Defaults upon Senior Securities

29

 

Item 4.

Mine Safety Disclosure

29

 

Item 5.

Other Information

29

 

Item 6.

Exhibits

29

 

 

 

 

 

Signatures

31

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

Cesca Therapeutics Inc.

Condensed Consolidated Balance Sheets

 

   

June 30

2018

   

December 31,

2017

 
   

(Unaudited)

         

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 3,071,000     $ 3,513,000  

Accounts receivable, net of allowance for doubtful accounts of $281,000 ($274,000 at December 31, 2017)

    1,814,000       1,687,000  

Accounts receivable – related party

    30,000       862,000  

Inventories, net of reserves of $0 ($1,069,000 at December 31, 2017)

    5,156,000       4,798,000  

Prepaid expenses and other current assets

    335,000       594,000  

Total current assets

    10,406,000       11,454,000  
                 

Restricted cash

    1,000,000       1,000,000  

Equipment, net

    3,466,000       2,996,000  

Goodwill

    1,281,000       13,976,000  

Intangible assets, net

    7,039,000       21,629,000  

Other assets

    51,000       56,000  

Total assets

  $ 23,243,000     $ 51,111,000  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current liabilities:

               

Accounts payable

  $ 2,048,000     $ 2,079,000  

Accrued payroll and related expenses

    581,000       532,000  

Deferred revenue

    718,000       384,000  

Related party payable

    --       606,000  

Other current liabilities

    2,053,000       1,863,000  

Total current liabilities

    5,400,000       5,464,000  
                 

Long-term debt-related party

    7,200,000       6,700,000  

Noncurrent deferred tax liability

    1,279,000       4,730,000  

Derivative obligations

    30,000       597,000  

Other non-current liabilities

    371,000       408,000  

Total liabilities

    14,280,000       17,899,000  
                 

Commitments and contingencies

               
                 

Stockholders’ equity:

               

Preferred stock, $0.001 par value; 2,000,000 shares authorized, none outstanding

    --       --  

Common stock, $0.001 par value; 350,000,000 shares authorized; 20,649,147 issued and outstanding (10,872,428 at December 31, 2017)

    21,000       11,000  

Paid in capital in excess of par

    227,694,000       221,371,000  

Accumulated deficit

    (217,337,000 )     (187,640,000 )

Accumulated other comprehensive loss

    (15,000 )     (43,000 )

Total Cesca Therapeutics Inc. stockholders’ equity

    10,363,000       33,699,000  
                 

Noncontrolling interests

    (1,400,000 )     (487,000 )

Total equity

    8,963,000       33,212,000  

Total liabilities and stockholders’ equity

  $ 23,243,000     $ 51,111,000  

 

See accompanying notes.

 

1

 

 

Cesca Therapeutics Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

 

   

Three Months Ended
June 30,

   

Six Months Ended

June 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Net revenues

  $ 2,004,000     $ 3,501,000     $ 3,871,000     $ 6,753,000  

Cost of revenues

    1,641,000       1,973,000       3,156,000       3,848,000  
                                 

Gross profit

    363,000       1,528,000       715,000       2,905,000  
                                 

Expenses:

                               

Sales and marketing

    359,000       421,000       685,000       756,000  

Research and development

    908,000       566,000       1,949,000       1,133,000  

General and administrative

    2,399,000       1,963,000       4,641,000       4,601,000  

Impairment Charges

    27,202,000       310,000       27,202,000       310,000  
                                 

Total operating expenses

    30,868,000       3,260,000       34,477,000       6,800,000  
                                 

Loss from operations

    (30,505,000 )     (1,732,000 )     (33,762,000 )     (3,895,000 )
                                 

Interest expense

    (383,000 )     (112,000 )     (743,000 )     (131,000 )

Change in fair value of derivative instruments

    308,000       44,000       567,000       113,000  

Other expenses

    (32,000 )     (27,000 )     (44,000 )     (11,000 )
                                 

Total other expense

    (107,000 )     (95,000 )     (220,000 )     (29,000 )
                                 

Loss before benefit for income taxes

    (30,612,000 )     (1,827,000 )     (33,982,000 )     (3,924,000 )

Benefit for income taxes

    3,451,000       673,000       3,451,000       673,000  

Net loss

    (27,161,000 )     (1,154,000 )     (30,531,000 )     (3,251,000 )
                                 

Loss attributable to noncontrolling interests

    (503,000 )     --       (913,000 )     --  

Net loss attributable to common stockholders

  $ (26,658,000 )   $ (1,154,000 )     (29,618,000 )   $ (3,251,000 )
                                 

COMPREHENSIVE LOSS

                               

Net loss

  $ (27,161,000 )   $ (1,154,000 )   $ (30,531,000 )   $ (3,251,000 )

Other comprehensive loss:

                               

Foreign currency translation adjustments

    21,000       1,000       28,000       (1,000 )

Comprehensive loss

    (27,140,000 )     (1,153,000 )     (30,503,000 )     (3,252,000 )

Comprehensive loss attributable to noncontrolling interests

    (503,000 )     --       (913,000 )     --  

Comprehensive loss attributable to common stockholders

  $ (26,637,000 )   $ (1,153,000 )   $ (29,590,000 )   $ (3,252,000 )
                                 

Per share data:

                               
                                 

Basic and diluted net loss per common share

  $ (1.73 )   $ (0.12 )   $ (2.25 )   $ (0.33 )
                                 

Weighted average common shares outstanding – basic and diluted

    15,444,120       9,909,056       13,184,375       9,898,304  

 

See accompanying notes.

 

2

 

 

Cesca Therapeutics Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

   

Six Months Ended

June 30,

 
   

2018

   

2017

 

Cash flows from operating activities:

               

Net loss

  $ (30,531,000 )   $ (3,251,000 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation and amortization

    333,000       357,000  

Stock based compensation expense

    300,000       428,000  

Recovery of reserve for excess and slow-moving inventories

    (252,000 )     (144,000 )

Change in fair value of derivative

    (567,000 )     (113,000 )

Deferred income tax benefit

    (3,451,000 )     (673,000 )

Loss on disposal of equipment

    420,000       176,000  

Impairment of intangible asset

    27,202,000       310,000  

Net change in operating assets and liabilities:

               

Accounts receivable

    869,000       (671,000 )

Inventories

    (358,000 )     (196,000 )

Prepaid expenses and other current assets

    257,000       37,000  

Accounts payable

    (242,000 )     (475,000 )

Related party payable

    (606,000 )     606,000  

Accrued payroll and related expenses

    50,000       (1,235,000 )

Deferred revenue

    254,000       194,000  

Other current liabilities

    217,000       (41,000 )

Other noncurrent liabilities

    3,000       46,000  
                 

Net cash used in operating activities

    (6,102,000 )     (4,645,000 )
                 

Net cash used in investing activities:

               

Capital expenditures

    (850,000 )     (99,000 )
                 

Net cash used in investing activities

    (850,000 )     (99,000 )
                 

Cash flows from financing activities:

               
                 

Payments on capital lease obligations

    (19,000 )     (24,000 )

Proceeds from long-term related party debt

    500,000       3,500,000  
Payment of financing cost     --       (13,000 )

Proceeds from issuance of common stock, net

    6,032,000       --  
                 

Net cash provided by financing activities

    6,513,000       3,463,000  
                 

Effects of foreign currency rate changes on cash and cash equivalents

    (3,000 )     5,000  

Net change in cash and cash equivalents

    (442,000 )     (1,276,000 )
                 

Cash and cash equivalents at beginning of period

    3,513,000       4,899,000  

Cash and cash equivalents at end of period

  $ 3,071,000     $ 3,623,000  
                 
Supplemental disclosures of cash flow information:                
Cash paid for interest   $ 657,000     $ --  

Supplemental non-cash financing and investing information:

               

Transfer of equipment to inventories

  $ 172,000     $ 625,000  

Transfer of inventories to equipment

  $ 420,000     $ --  

 

See accompanying notes.

 

3

 

Cesca Therapeutics Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

 

1.     Basis of Presentation and Summary of Significant Accounting Policies

 

Organization and Basis of Presentation

Cesca Therapeutics Inc. (“Cesca Therapeutics,” “Cesca,” the “Company”), a Delaware corporation, develops, commercializes and markets a range of automated technologies for CAR-T and other cell-based therapies. The Company was founded in 1986 and is headquartered in Rancho Cordova, CA. ThermoGenesis Corp. (ThermoGenesis), its device subsidiary, provides the AutoXpress® and BioArchive® platforms for automated clinical biobanking, PXP™ platform for point-of-care cell-based therapies and CAR-TXpress™ platform under development for bio-manufacturing for immuno-oncology applications. Cesca is also leveraging its proprietary technology platforms to develop autologous cell-based therapies that address significant unmet needs in the vascular and orthopedic markets.

 

Cesca is an affiliate of the Boyalife Group, a China-based industry research alliance encompassing top research institutions for stem cell and regenerative medicine.

 

Liquidity and Going Concern

The Company has a Revolving Credit Agreement (the “Credit Agreement”) with Boyalife Asset Holding II, Inc. (Refer to Note 4). As of June 30, 2018, the Company had drawn down $7,200,000 of the $10,000,000 available under the Credit Agreement. Future draw-downs may be limited for various reasons including default or government regulations in China. Boyalife Asset Holding II, Inc. is a wholly owned subsidiary of Boyalife Group Inc., which is owned and controlled by the Company’s Chief Executive Officer and Chairman of the Board.

 

On May 18, 2018, the Company completed a public offering of 6,475,001 units (the “Units”) and 2,691,666 pre-funded units (the “Pre -Funded Units”) for a purchase price of $0.60 per unit, resulting in aggregate gross proceeds of approximately $5,500,000, net proceeds of $4,819,000 after deducting offering expenses of $681,000.  Each Unit consisted of one share of the Company’s common stock, par value $0.001 per share (Common Stock), and one common warrant to purchase one share of Common Stock, and each Pre-Funded Unit consisted of one pre-funded warrant to purchase one share of Common Stock and one common warrant to purchase one share of Common Stock.  The common warrants included in the Units and Pre-Funded Units were immediately exercisable at a price of $0.60 per share of Common Stock, subject to adjustment in certain circumstances, and will expire five years from the date of issuance.

 

As of June 30, 2018, all 2,691,666 Pre-Funded Units issued in the May 2018 public offering have been exercised.

 

At June 30, 2018, the Company had cash and cash equivalents of $3,071,000 and working capital of $5,006,000.  The Company has incurred recurring operating losses and as of June 30, 2018 had an accumulated deficit of $217,337,000.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. The Company anticipates requiring additional capital to grow the device business, to fund other operating expenses and to make interest payments on the line of credit with Boyalife.  The Company’s ability to fund its cash needs is subject to various risks, many of which are beyond its control. The Company plans to seek additional funding through bank borrowings or public or private sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to the Company, if at all.

 

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Cesca, its majority-owned subsidiary, ThermoGenesis, and its wholly-owned subsidiaries, TotipotentRX Cell Therapy, Pvt. Ltd. and TotipotentSC Scientific Product Pvt. Ltd. All significant intercompany accounts and transactions have been eliminated upon consolidation.

 

Interim Reporting

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (SEC) rules and regulations and accounting principles applicable for interim periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance. Operating results for the six-month period ended June 30, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Transition Report on Form 10-K for the transition period ended December 31, 2017.

 

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.  The reclassifications did not have an impact on net loss as previously reported.

 

 

2.     Summary of Significant Accounting Policies

 

Recently Issued Accounting Standards

In January 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-04 “Simplifying the Test for Goodwill Impairment” which removes Step 2 from the goodwill impairment test. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company has not yet determined the effect that ASU 2017-04 will have on its results of operations, statement of financial position or financial statement disclosures.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods therein. The Company has not yet determined the effect that ASU 2016-02 will have on its results of operations, statement of financial position or financial statement disclosures.

 

 

Recently Adopted Accounting Standards

In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity's own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share.  ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company has elected to early adopt ASU 2017-11 effective April 1, 2018.  Prior to April 1, 2018, the Company did not have any convertible instruments with embedded conversion features that contained a down round provision, so prior periods will not be impacted.  On April 16, 2018, the Company signed the Amended and Restated Credit Agreement with Boyalife Asset Holding II, Inc.  The agreement is a convertible instrument which has an embedded conversion feature containing a down round provision.  Adoption of ASU 2017-11 resulted in the exclusion of the down round feature in determining if the embedded conversion feature was indexed to the Company’s own stock.  Refer to Note 4 for additional information.

 

Sequencing Policy

Under ASC 815-40-35, the Company has adopted a sequencing policy.  In the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy.

 

On January 1, 2018, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting period beginning after January 1, 2018 are presented under ASU No. 2014-09, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under “Revenue Recognition” (Topic 605). The Company recorded a net increase to accumulated deficit of $79,000 as of January 1, 2018 due to the cumulative impact of adopting Accounting Standard Codification (ASC) Topic 606, with the impact related to service obligations requiring deferral. ASC 606 requires the Company to defer costs related to obligations on service contracts with limited performance obligations. Under previous guidance, these service obligations were amortized on a straight-line basis.

 

Revenue Recognition

Revenue is recognized based on the five-step process outlined in ASC 606:

 

Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

 

Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation.

 

Step 3 – Determine the Transaction Price – – The contract terms and customary business practices are used to determine the transaction price. The transaction price is the amount of consideration expected to be received in exchange for transferring goods or services to the customer. The Company’s contracts include fixed consideration.

 

Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception.

 

Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – When an asset is transferred and the customer obtains control of the asset (or the services are rendered), the Company recognizes revenue. At contract inception, the Company determines if each performance obligation is satisfied at a point in time or over time. For device sales, revenue is recognized at a point in time when the goods are transferred to the customer and they obtain control of the asset. For maintenance contracts, revenue is recognized over time as the performance obligations in the contracts are completed.

 

Disaggregation of Revenue

The Company’s primary revenue streams include device sales, service revenue from device maintenance contracts and clinical services.

 

 

Device Sales

Device sales include devices and consumables for BioArchive, AXP®, MXP, X-Series™ Products and Manual Disposables.  Most devices are sold with contract terms stating that title passes and the customer takes control at the time of shipment.  Revenue is then recognized when the devices are shipped and the performance obligation has been satisfied.  If devices are sold under contract terms that specify that the customer does not take ownership until the goods are received revenue is recognized when the customer receives the assets.

 

Service Revenue

Service revenue consists primarily of maintenance contracts for BioArchive, AXP and X-Series Products. Devices sold have warranty periods of one to two years. After the warranty expires, the Company offers annual maintenance contracts for the remaining life of the devices. Under these contracts, customers pay in advance. These prepayments are recorded as deferred revenue and recognized over time as the contract performance obligations are satisfied. For AXP and X-Series products, the Company offers one type of maintenance contract providing preventative maintenance and repair services. Revenue under these contracts is recognized ratably over time, as the customer has the right to use the service at any time during the annual contract period and services are unlimited. For BioArchive, the Company offers three types of maintenance contracts; Gold, Silver and Preventative Maintenance Only. Under the Gold contract, preventative maintenance and repair services are unlimited and revenue is recognized ratably over time. For the Silver and Preventative Maintenance contracts, available services are limited and revenue is recognized during the contract period when the underlying performance obligations are satisfied. If the services are not used during the contract period, any remaining revenue is recognized when the contract expires. The renewal date for maintenance contract varies by customer, depending when the customer signed their initial contract.

 

Clinical Services

Service revenue in our Clinical Development Segment includes point of care procedures and cord blood processing and storage in our clinical segment. Point of care procedures are recognized when the procedures are performed. Cord blood processing and storage is recognized as the performance obligations are satisfied. Processing revenue is recognized when that performance obligation is completed immediately after the baby’s birth, with storage revenue recorded as deferred revenue and recognized ratably over time for up to 21 years. As of June 30, 2018, the total deferred cord blood storage revenue is $269,000 and is included in other non-current liabilities in the condensed consolidated balance sheets. The customer may pay for both services at the time of processing. The amount of the transaction price allocated to each of the performance obligations is determined by using the standalone selling price of each component.

 

 

The following table summarizes the revenues of the Company’s reportable segments for the three and six months ended June 30, 2018:

 

   

Three Months Ended June 30, 2018

 
   

Device

Revenue

   

Service

Revenue

   

Other

Revenue

   

Total Revenue

 

Device Segment:

                               

AXP

  $ 879,000     $ 66,000     $ --     $ 945,000  

BioArchive

    449,000       311,000       --       760,000  

Manual Disposables

    229,000       --       --       229,000  

Other

    8,000       --       16,000       24,000  

Total Device Segment

    1,565,000       377,000       16,000       1,958,000  

Clinical Development Segment:

                               

Manual Disposables

    1,000       --       --       1,000  

Bone Marrow

    --       38,000       --       38,000  

Other

    --       7,000       --       7,000  

Total Clinical Development

    1,000       45,000       --       46,000  

Total

  $ 1,566,000     $ 422,000     $ 16,000     $ 2,004,000  

 

   

Six Months Ended June 30, 2018

 
   

Device

Revenue

   

Service

Revenue

   

Other

Revenue

   

Total Revenue

 

Device Segment:

                               

AXP

  $ 1,564,000     $ 131,000     $ --     $ 1,695,000  

BioArchive

    872,000       655,000       --       1,527,000  

Manual Disposables

    462,000       --       --       462,000  

Other

    46,000       --       33,000       79,000  

Total Device Segment

    2,944,000       786,000       33,000       3,763,000  

Clinical Development Segment:

                               

Manual Disposables

    23,000       --       --       23,000  

Bone Marrow

    --       61,000       --       61,000  

Other

    --       24,000       --       24,000  

Total Clinical Development

    23,000       85,000       --       108,000  

Total

  $ 2,967,000     $ 871,000     $ 33,000     $ 3,871,000  

 

Performance Obligations

There is no right of return provided for distributors or customers. For all distributors, the Company has no control over the movement of goods to the end customer. The Company’s distributors control the timing, terms and conditions of the transfer of goods to the end customer. Additionally, for sales of products made to distributors, the Company considers a number of factors in determining whether revenue is recognized upon transfer of title to the distributor, or when payment is received. These factors include, but are not limited to, whether the payment terms offered to the distributor are considered to be non-standard, the distributor history of adhering to the terms of its contractual arrangements with the Company, the level of inventories maintained by the distributor, whether the Company has a pattern of granting concessions for the benefit of the distributor, and whether there are other conditions that may indicate that the sale to the distributor is not substantive. Additionally, the Company currently recognizes revenue primarily on the sell-in method with its distributors.

 

Payments from domestic customers are normally due in two months or less after the title transfers, the service contract is executed or the services have been rendered. For international customers, payment terms may extend up to 120 days. All sales have fixed pricing and there are currently no variable components included in the Company’s revenue.

 

Contract Balances

The Company records a receivable when the titles of goods have transferred, maintenance contracts have been fully executed or when services have been rendered. Generally, all sales are contract sales (with either an underlying contract or purchase order). The Company does not have any material contract assets. When invoicing occurs prior to revenue recognition a contract liability is recorded (as deferred revenue on the Balance Sheet). Revenues recognized during the quarter that were included in the beginning balance of deferred revenue were $207,000. Short term deferred revenues increased from $384,000 to $718,000 during the six months ended June 30, 2018 due to the renewal of annual maintenance contracts for several large customers.

 

 

Backlog of Remaining Customer Performance Obligations

The following table includes revenue expected to be recognized and recorded as sales in the future from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period.

 

   

Remainder

of 2018

   

2019

   

2020

   

2021 and

beyond

   

Total

 

Service revenue

  $ 749,000     $ 683,000     $ 209,000     $ --     $ 1,641,000  

Clinical revenue

    7,000       15,000       15,000       232,000       269,000  

Total

  $ 756,000     $ 698,000     $ 224,000     $ 232,000     $ 1,910,000  

 

Revenues are net of normal discounts. Shipping and handling fees billed to customers are included in net revenues, while the related costs are included in cost of revenues.

 

Goodwill, Intangible Assets and Impairment Assessments

For goodwill and indefinite-lived intangible assets (clinical protocols), the carrying amounts are periodically reviewed for impairment (at least annually) and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. According to Accounting Standard Codification (ASC) 350, Intangibles-Goodwill and Other, the Company can opt to perform a qualitative assessment or a quantitative assessment; however, if the qualitative assessment determines that it is more likely than not (i.e., a likelihood of more than 50 percent) the fair value is less than the carrying amount, a quantitative assessment must be performed. If the quantitative assessment determines that the fair value is less than the carrying amount, the Company would perform an analysis (step 2) to measure such impairment.

 

In the second quarter of 2018, the Company experienced a significant and sustained decline in its stock price.  The decline resulted in the Company’s market capitalization falling significantly below the recorded value of its consolidated net assets.  As a result, the Company performed a quantitative assessment as of June 30, 2018 and computed a fair value for its intangible assets and goodwill.  In performing the assessment, the Company used current market capitalization, discounted future cash flows, internal forecasts and other factors as the best evidence of fair value.  These assumptions represent Level 3 inputs.  The assessment determined that the carrying amount for the Company’s goodwill exceeded the estimated fair value.  Additionally, the Company’s indefinite-lived intangible assets relating to the clinical protocols was also determined to be impaired.

 

The Company recorded an impairment charge of $12,695,000 to goodwill and $14,507,000 to intangible assets during the quarter ended June 30, 2018, as shown in the following table.

 

   

Intangible Assets

   

Goodwill

 

Balance at December 31, 2017, net

  $ 21,629,000     $ 13,976,000  
                 

Amortization and foreign exchange (current year)

    (83,000 )     --  
                 

Impairment loss

    (14,507,000 )     (12,695,000 )
                 

Balance at June 30, 2018, net

  $ 7,039,000     $ 1,281,000  

 

 

Fair Value Measurements

In accordance with ASC 820, “Fair Value Measurements and Disclosures,” fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.

 

The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

 

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short duration. The fair value of the Company’s derivative obligation liability is classified as Level 3 within the fair value hierarchy since the valuation model of the derivative obligation is based on unobservable inputs.

 

Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (CODM), or decision making group, whose function is to allocate resources to and assess the performance of the operating segments. The Company has identified its chief executive officer and chief operating officer as the CODM. In determining its reportable segments, the Company considered the markets and the products or services provided to those markets.

 

The Company has two reportable business segments:

 

 

The Clinical Development Division, is developing autologous (utilizing the patient’s own cells) stem cell-based therapeutics that address significant unmet medical needs for applications within the vascular, cardiology and orthopedic markets.

 

The Device Division, engages in the development and commercialization of automated technologies for cell-based therapeutics and bio-processing. The device division is operated through the Company’s ThermoGenesis subsidiary.

 

 

Net Loss per Share

Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities consisted of the following at June 30:

 

   

2018

   

2017

 

Vested Series A warrants

    404,412       404,412  

Unvested Series A warrants(1)

    698,529       698,529  

Warrants – other

    13,197,267       3,725,782  

Stock options

    1,200,470       397,388  

Restricted stock units

    --       59,694  

Total

    15,500,678       5,285,805  

 

 

(1)

The unvested Series A warrants were subject to vesting based upon the amount of funds actually received by the Company in the second close of the August 2015 financing which never occurred. The warrants will remain outstanding but unvested until they expire in February 2021.

 

 

3.     Acquisition of SynGen Inc.

 

On July 7, 2017, Cesca, through its then wholly-owned subsidiary ThermoGenesis, entered into an Asset Acquisition Agreement (the “Asset Acquisition Agreement”) with SynGen Inc. (SynGen), and acquired substantially all of SynGen’s operating assets, including its proprietary cell processing platform technology (the “Transaction”).

 

The business acquired in the Transaction excludes certain assets and liabilities of SynGen that ThermoGenesis did not acquire under the Asset Acquisition Agreement, including cash and cash equivalents, accounts receivable, certain prepaid expenses and other current assets, other assets, accounts payable and other accrued liabilities. The acquisition was consummated for the purpose of enhancing the Company’s cord blood product portfolio and settling litigation between the Company and SynGen.

 

The acquisition was accounted for under the acquisition method of accounting for business combinations which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

 

The consideration for the Transaction consisted of $1,000,000 in cash and ThermoGenesis’ issuance at closing to SynGen of an aggregate of 2,000,000 shares of its common stock, constituting a 20% interest, which had a fair market value utilizing the income approach of $2,528,000. The goodwill will be deductible for tax purposes. The 2,000,000 shares of common stock were transferred to Bay City Capital Fund V, L.P. and an affiliated fund (Bay City). Bay City was granted certain minority investor rights in ThermoGenesis. These rights include board representation rights, a right of first refusal over sales of ThermoGenesis stock by the Company, co-sale rights with respect to any sale of ThermoGenesis stock by the Company, and supermajority protective voting rights over certain major decisions, such as a sale of ThermoGenesis, raising capital in ThermoGenesis with preferred stock, transfers of ThermoGenesis assets, or redemptions of ThermoGenesis stock.

 

 

Supplemental Pro Forma Data

The Company used the acquisition method of accounting to account for the SynGen acquisition and, accordingly, the results of SynGen are included in the Company’s consolidated financial statements for the period subsequent to the date of acquisition.  For the three and six months ended June 30, 2018, Cesca has recorded revenues of approximately $19,000 and $49,000 respectively associated with the operations of SynGen.  The following unaudited supplemental pro forma data for the three and six months ended June 30, 2017 present consolidated information as if the acquisition had been completed on January 1, 2017.  The pro forma results were calculated by combining the results of Cesca Inc. with the stand-alone results of SynGen Inc. for the pre-acquisition periods:

 

   

Three Months Ended

June 30, 2017

   

Six Months Ended

June 30, 2017

 

Net revenues

  $ 3,758,000     $ 7,138,000  

Net loss

  $ (1,712,000 )   $ (3,960,000 )

Basic and diluted net loss per common share

  $ (0.17 )   $ (0.40 )

 

The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as the incremental amortization expense in connection with recording acquired identifiable intangible assets at fair value, the revised payroll expense associated with the new salaries of SynGen employees resulting from the merger, the elimination of SynGen expenses related to debt issuance costs, interest and other warrant related expenses, the elimination of the legal fees paid by both parties related to the litigation between Cesca and SynGen as ceasing the litigation was part of the Asset Acquisition Agreement and costs directly related to the acquisition.

 

 

4.     Related Party Transactions

 

Revolving Credit Agreement

On March 6, 2017, Cesca entered into the Credit Agreement with Boyalife Investment Fund II, Inc., which later merged into Boyalife Asset Holding II, Inc. (the “Lender”). The Lender is a wholly owned subsidiary of Boyalife Group Inc. The Credit Agreement and subsequent amendments, grants to the Company the right to borrow up to $10,000,000 from Lender (the “Loan”) at any time prior to March 6, 2022 (the “Maturity Date”). The Company has drawn down a total of $7,200,000 as of June 30, 2018.

 

The Credit Agreement and the Convertible Promissory Note issued thereunder (the “Note”) provide that the principal and all accrued but 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. The Note can be prepaid in whole or in part by the Company at any time without penalty.

 

The Credit Agreement and Note were amended on April 16, 2018.  The First Amended and Restated Credit Agreement (“the Amended Credit Agreement”) contained the following provisions:

 

 

The Lender was granted the right to convert, at any time, outstanding principal and accrued but unpaid interest under the Credit Agreement into shares of Common Stock at a conversion price equal to $1.61 per share, subject to customary adjustments for stock splits, reverse stock splits, and the like (the “Fixed Conversion Price”). Notwithstanding the foregoing, if the Note is converted after the Maturity Date, the conversion price of the Note will be the lower of the Fixed Conversion Price or an amount equal to 90% of the average volume-weighted average price of Common Stock during the 10 trading days immediately prior to the Maturity Date. Prior to the April 2018 amendment, the principal and accrued interest was convertible by the Lender only upon maturity of the obligation.

 

If the Company after April 16, 2018 issues shares of Common Stock, or is deemed to issue shares of Common Stock, prior to the full payment or conversion of the Note for a price per share lower than the Fixed Conversion Price then in effect, the Fixed Conversion Price will be reduced to the price per share paid in the future issuance, with certain customary exceptions for equity plan issuances and issuances pursuant to certain strategic transactions.

 

 

 

The Company has been granted the right to defer payment of the $657,000 interest payment that was originally due on December 31, 2017 until December 31, 2018, or if earlier, the date on which the Company completes a debt or equity financing transaction resulting in gross proceeds of $5.0 million or more.

 

On May 7, 2018, the Company entered into an Amendment No. 1 to the Amended Credit Agreement with Boyalife Asset Holding II, Inc.  The Amendment No. 1 amends the Company’s revolving line of credit facility by adding a provision securing it with a security interest in the Company’s shares of common stock of ThermoGenesis Corp.

 

On May 18, 2018, the Company completed a public offering of its Common Stock for a purchase price of $0.60 per unit.  This offering lowered the effective Fixed Conversion Price from $1.61 to $0.60.

 

The Maturity Date of the Amended Credit Agreement 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 Amended Credit Agreement continuing to be true at all times and there being no continuing event of default under the Note.   No default has occurred through the date of filing.

 

The Company accounted for the Amended Credit Agreement as a loan modification.  As discussed in Note 2, The Company has adopted ASU 2017-11 “Accounting for Certain Financial Instruments with Down Round Features”.  The Company performed an analysis of the Amended Credit Agreement, including the adoption of ASU 2017-11 in the analysis.  It determined that the embedded conversion option contained within the Amended Credit Agreement does not require bifurcation and should not be classified as a derivative liability.  Additionally, it was concluded that the conversion option does not contain a beneficial conversion feature.  As of June 30, 2018, the lowered Fixed Conversion Price of $0.60 was not “in the money”.  Consequently, no separate entry or adjustment is recorded for the embedded conversion option as of June 30, 2018.

 

The Company recorded interest expense of $382,000 and $742,000 during the three and six months ended June 30, 2018, and $103,000 and $122,000 for the three and six months ended June 30, 2017, respectively, and had an interest payable balance of $742,000 and $657,000 at June 30, 2018 and December 31, 2017, respectively.

 

Distributor Agreement

On August 21, 2017, ThermoGenesis entered into an International Distributor Agreement with Boyalife W.S.N. Under the terms of the agreement, Boyalife W.S.N. was granted the exclusive right, subject to existing distributors and customers (if any), to develop, sell to, and service a customer base for ThermoGenesis’ AXP® (AutoXpress®) System and BioArchive® System in the People’s Republic of China (excluding Hong Kong and Taiwan), Singapore, Indonesia, and the Philippines (the “Territories”). Boyalife W.S.N. is an affiliate of our Chief Executive Officer and Chairman of our Board of Directors, and Boyalife (Hong Kong) Limited, our largest stockholder. Boyalife W.S.N.’s rights under the agreement include the exclusive right to distribute AXP® Disposable Blood Processing Sets and use rights to the AutoXpress® System, BioArchive System and other accessories used for the processing of stem cells from cord blood in the Territories. Boyalife W.S.N. is also appointed as the exclusive service provider to provide repairs and preventative maintenance to ThermoGenesis products in the Territories.

 

The term of the agreement is for three years with ThermoGenesis having the right to renew the agreement for successive two-year periods at its option. However, ThermoGenesis has the right to terminate the agreement early if Boyalife W.S.N. fails to meet specified minimum purchase requirements.

 

Revenues

During the three and six months ended June 30, 2018, the Company recorded $43,000 and $269,000 and $0 for the three and six months ended June 30 2017 respectively, of revenues from Boyalife related to the aforementioned distributor agreement.

 

 

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 (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.  There is no interest payable on outstanding balance of related party payable.  This litigation was terminated as part of the SynGen acquisition agreement.  Invoices totaling $606,000 had previously been paid by Payor.  The Company reimbursed the Payor for the full outstanding amount of $606,000 during the quarter ended June 30, 2018.

 

 

5.     Commitments and Contingencies

 

Financial Covenants

Effective May 15, 2017, the Company entered into a Sixth Amended and Restated Technology License and Escrow Agreement with CBR Systems, Inc. which modified the financial covenant that the Company must meet in order to avoid an event of default. The Company must maintain a cash balance and short-term investments net of debt or borrowed funds that are payable within one year of not less than $2,000,000. The Company was in compliance with this financial covenant as of June 30, 2018.

 

Warranty

The Company offers a warranty on all of its non-disposable products of one to two years. The Company warrants disposable products through their expiration date. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

 

The warranty liability is included in other current liabilities in the unaudited condensed consolidated balance sheets. The change in the warranty liability for the six months ended June 30, 2018 is summarized in the following table:

 

Balance at December 31, 2017

  $ 291,000  

Warranties issued during the period

    30,000  

Settlements made during the period

    (216,000 )

Changes in liability for pre-existing warranties during the period

    (5,000 )

Balance at June 30, 2018

  $ 100,000  

 

Contingencies and Restricted Cash

In fiscal 2016, the Company signed an engagement letter with a strategic consulting firm. Included in the engagement letter was a success fee due upon the successful conclusion of certain strategic transactions. On May 4, 2017, a lawsuit was filed against the Company and its CEO by the consulting firm as the consulting firm argues that it is owed a transaction fee of $1,000,000 under the terms of the engagement letter due to the conversion of the Boyalife debentures in August 2016. In October 2017, to streamline the case by providing for the dismissal of Dr. Xu as an individual defendant and without acknowledging any liability, the Company deposited $1,000,000 with the Court. The consulting firm has also dismissed the Company’s CEO from the case, without liability. The Company filed a Motion for Summary Judgment, which was denied by the Court on June 26, 2018. No trial date has been set. The Company intends to defend the lawsuit vigorously and no accrual has been recorded for this contingent liability as of June 30, 2018.

 

On January 31, 2018, the Company engaged a broker-dealer (the “BD”) pursuant to an engagement agreement to serve as the lead managing underwriter for a proposed underwritten public offering of the Common Stock.  The BD was not able to complete an underwritten public offering of the Common Stock prior to the end of the engagement period specified in our engagement agreement with the BD, which was February 16, 2018.  Following the expiration of the engagement period, the Company completed a registered direct offering of 609,636 shares and 304,818 warrants on March 28, 2018.  The Company received a letter from the BD stating that, pursuant to the terms of their engagement agreement, the BD is entitled to a tail commission of 8% on proceeds received in the March 2018 registered direct offering from any investors with whom the Company met during the BD engagement, and the BD further stated in such letter that they would be entitled to an 8% tail commission on any proceeds received from such investors in any offering that occurs prior to August 16, 2018.

 

 

On June 1, 2018, the Company signed a settlement and release agreement with the BD.  Under the terms of the agreement, both parties agree that the BD agreement dated January 31, 2018 is terminated and of no further force and effect, except for as listed below.  Cesca made a $150,000 payment to the BD in June 2018 to execute this agreement, which was recorded in general and administrative expenses.  The agreement also provided the BD with a “Right of First Refusal”, which states that if Cesca elects to engage an investment bank to pursue a rights offering during the six month period following the effective date of the agreement, the BD will have a right of first refusal to act as the exclusive financial advisor and dealer manager of the right offering on customary market-based engagement terms.  The agreement defines “rights offering” as a registered transaction in which Cesca issues rights to all of its holders of outstanding Common Stock to purchase within a fixed period of time additional shares directly from Cesca in an amount in proportion to the number of outstanding shares of Common Stock held by them.

 

In the normal course of operations, the Company may have disagreements or disputes with customers, employees or vendors. Such potential disputes are seen by management as a normal part of business. As of June 30, 2018, management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, operating results or cash flows.

 

 

6.     Derivative Obligations

 

Series A Warrants

Series A warrants to purchase 404,412 common shares were issued and vested during the year ended June 30, 2016. At the time of issuance, the Company determined that as such warrants can be settled for cash at the holders’ option in a future fundamental transaction and constituted a derivative liability. The Company has estimated the fair value of the derivative liability, using a Binomial Lattice Valuation Model with the following assumptions:

 

   

Series A

 
   

June 30,

2018

   

December 31,

2017

 

Market price of common stock

  $ 0.42     $ 3.00  

Expected volatility

    111.2 %     107 %

Contractual term (years)

    2.7       3.2  

Discount rate

    2.60 %     1.99 %

Dividend rate

    0 %     0 %

Exercise price

  $ 8.00     $ 8.00  

 

Expected volatilities are based on the historical volatility of the Company’s common stock. Contractual term is based on remaining term of the respective warrants. The discount rate represents the yield on U.S. Treasury bonds with a maturity equal to the contractual term.

 

The Company recorded a gain of $308,000 and $567,000 for the three and six months ended June 30, 2018, and $44,000 and $113,000 during the three and six months ended June 30, 2017, respectively, representing the net change in the fair value of the derivative liability, in the accompanying condensed consolidated statements of operations and comprehensive loss.

 

 

The following table represents the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017:

 

   

Derivative Obligation

 
   

June 30,

2018

   

December 31,

2017

 

Balance

  $ 30,000     $ 597,000  

Level 1

  $ -     $ -  

Level 2

  $ -     $ -  

Level 3

  $ 30,000     $ 597,000  

 

The following table reflects the change in fair value of the Company’s derivative liabilities for the six months ended June 30, 2018:

 

   

Amount

 

Balance – December 31, 2017

  $ 597,000  

Change in fair value of derivative obligation

    (567,000 )

Balance – June 30, 2018

  $ 30,000  

 

 

7.     Stockholders’ Equity

 

Common Stock

On May 18, 2018, the Company completed a public offering 6,475,001 Units and 2,691,666 Pre-Funded Units for a purchase price of $0.60 per unit, resulting in aggregate gross proceeds of approximately $5,500,000, net proceeds of $4,819,000 after deducting the offering expenses of $681,000.  Each Unit consists of one share of the Company’s Common Stock, and one common warrant to purchase one share of Common Stock, and each Pre-Funded Unit consists of one pre-funded warrant to purchase one share of Common Stock and one common warrant to purchase one share of Common Stock.  The common warrants included in the Units and Pre-Funded Units were immediately exercisable at a price of $0.60 per share of Common Stock, subject to adjustment in certain circumstances, and will expire five years from the date of issuance.

 

As of June 30, 2018, all 2,691,666 Pre-Funded units issued in the May 2018 public offering had been exercised.

 

On March 28, 2018, the Company sold 609,636 shares of common stock at a price of $2.27 per share. The net proceeds to the Company from the sale and issuance of the shares, after deducting the offering expenses borne by the Company of approximately $171,000, were $1,213,000. Additionally, the investors received unregistered warrants in a simultaneous private placement to purchase up to 304,818 shares of common stock. The warrants have an exercise price of $2.68 per share and shall be exercisable commencing six months following the issuance date and have a term of 5.5 years and were accounted for as equity by the Company.

 

 

Stock Based Compensation

The Company recorded stock-based compensation of $163,000 and $300,000 for the three and six months ended June 30, 2018, and $181,000 and $428,000 for the three and six months ended June 30, 2017, respectively.

 

The following is a summary of option activity for the Company’s stock option plans:

 

   

Number of

Shares

   

Weighted-

Average

Exercise

Price

   

Weighted-

Average

Remaining

Contractual

Life

   

Aggregate

Intrinsic

Value

 
                                 

Outstanding at December 31, 2017

    1,156,027     $ 3.92                  
                                 

Granted

    93,500     $ 2.63                  

Forfeited

    (21,875 )   $ 3.26                  

Expired

    (27,182 )   $ 4.67                  
                                 

Outstanding at June 30, 2018

    1,200,470     $ 3.81       8.4       --  
                                 

Vested and expected to vest at June 30, 2018

    960,726     $ 4.02       8.1       --  
                                 

Exercisable at June 30, 2018

    303,348     $ 6.26       5.5       --  

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. There were no options exercised during the six months ended June 30, 2018.

 

The fair value of the Company’s stock options granted for the six months ended June 30, 2018 was estimated using the following weighted-average assumptions:

 

Expected life (years)

    5.6  

Risk-free interest rate

    2.7 %

Expected volatility

    98 %

Dividend yield

    0 %

 

 

Common Stock Restricted Units

The following is a summary of restricted stock activity during the six months ended June 30, 2018:

 

           

Weighted

Average

 
   

Number of

Shares

   

Grant Date

Fair Value

 

Balance at December 31, 2017

    416     $ 17.60  

Granted

    --       --  

Vested

    416       17.60  

Forfeited

    --       --  

Outstanding at June 30, 2018

    --       --  

 

Warrants

A summary of warrant activity for the six months ended June 30, 2018 follows:

 

   

Number of

Shares

   

Weighted-Average

Exercise Price Per

Share

Balance at December 31, 2017

    4,828,723     $ 9.37    

Warrants granted

    9,471,485       0.67    

Warrants canceled

    --       --    

Warrants exercised

    --       --    
                   

Outstanding at June 30, 2018

    14,300,208     $ 3.61    
                   

Exercisable at June 30, 2018

    13,296,861     $ 3.40    

 

At June 30, 2018, the total intrinsic value of warrants outstanding and exercisable was $0.

 

 

8.     Segment Reporting

 

The Company has two reportable segments, which are the same as its operating segments:

 

The Device Segment is a pioneer and market leader in the development and commercialization of automated technologies for cell-based therapeutics and bio-processing.

 

The Clinical Development Segment is developing autologous (utilizing the patient’s own cells) stem cell-based therapeutics that address significant unmet medical needs for applications within the vascular, cardiology and orthopedic markets.

 

The following table summarizes the operating results of the Company’s reportable segments:

 

   

Three Months Ended June 30, 2018

 
   

Clinical

Development

   

Device

   

Total

 

Net revenues

  $ 46,000     $ 1,958,000     $ 2,004,000  

Cost of revenues

    49,000       1,592,000       1,641,000  

Gross profit

    (3,000 )     366,000       363,000  
                         

Operating expenses

    28,408,000       2,460,000       30,868,000  

Operating loss

  $ (28,411,000 )   $ (2,094,000 )   $ (30,505,000 )
                         

Depreciation and amortization

  $ 69,000     $ 105,000     $ 174,000  

Impairment Charges

  $ 27,202,000     $ --     $ 27,202,000  

Stock-based compensation expense

  $ 122,000     $ 41,000     $ 163,000  

 

   

Three Months Ended June 30, 2017

 
   

Clinical

Development

   

Device

   

Total

 

Net revenues

  $ 113,000     $ 3,388,000     $ 3,501,000  

Cost of revenues

    111,000       1,862,000       1,973,000  

Gross profit

    2,000       1,526,000       1,528,000  
                         

Operating expenses

    1,899,000       1,361,000       3,260,000  

Operating loss

  $ (1,897,000 )   $ 165,000     $ (1,732,000 )
                         

Depreciation and amortization

  $ 110,000     $ 62,000     $ 172,000  

Stock-based compensation expense

  $ 100,000     $ 81,000     $ 181,000  

 

 

 

   

Six Months Ended June 30, 2018

 
   

Clinical

Development

   

Device

   

Total

 

Net revenues

  $ 108,000     $ 3,763,000     $ 3,871,000  

Cost of revenues

    120,000       3,036,000       3,156,000  

Gross profit

    (12,000 )     727,000       715,000  
                         

Operating expenses

    29,588,000       4,889,000       34,477,000  

Operating loss

  $ (29,600,000 )   $ (4,162,000 )   $ (33,762,000 )
                         

Depreciation and amortization

  $ 137,000     $ 196,000     $ 333,000  

Impairment Charges

  $ 27,202,000     $ --     $ 27,202,000  

Stock-based compensation expense

  $ 220,000     $ 80,000     $ 300,000  

Goodwill

  $ 500,000     $ 781,000     $ 1,281,000  

Total assets

  $ 12,808,000     $ 10,435,000     $ 23,243,000  

 

   

Six Months Ended June 30, 2017

 
   

Clinical

Development

   

Device

   

Total

 

Net revenues

  $ 266,000     $ 6,487,000     $ 6,753,000  

Cost of revenues

    235,000       3,613,000       3,848,000  

Gross profit

    31,000       2,874,000       2,905,000  
                         

Operating expenses

    3,880,000       2,920,000       6,800,000  

Operating loss

  $ (3,849,000 )   $ (46,000 )   $ (3,895,000 )
                         

Depreciation and amortization

  $ 226,000     $ 131,000     $ 357,000  

Stock-based compensation expense

  $ 251,000     $ 177,000     $ 428,000  

 

 

9.      Income Taxes

 

The following table summarizes our benefit for income taxes and our effective tax rates for the three and six months ended June 30, 2018.

 

   

Three Months Ended

June 30, 2018

   

Six Months Ended

June 30, 2018

 

Net loss before benefit for income taxes

  $ (30,612,000 )   $ (33,982,000 )
                 

Benefit for income taxes

    3,451,000       3,451,000  
                 

Effective tax rate

    11.3 %     10.2 %

 

For the three months ended June 30, 2018, we recorded a benefit of $3,451,000 related to the reduction of our deferred tax liability associated with indefinite life intangible assets, which were impaired during the three months ended June 30, 2018. The entire impact of the impairment was recorded as a discrete event.

 

For the six months ended June 30, 2018, we recorded the same benefit for income taxes of $3,451,000.

 

The Tax Cuts and Jobs Act (Jobs Act) legislation was passed in December 2017, which has various implications on our income tax provision accrual. The main impact of the tax reform on our provision for income taxes is the decrease in our statutory federal income tax rate from 35% to 21% and the change in the deferred income tax rate used in determining the ending deferred tax balances. Our estimated annual effective tax rate has been adjusted for the impact of the Jobs Act including, among other things, certain limitation on deductions and taxes on Global Intangible Low-Taxed Income (GILTI) earned by our India subsidiary. Given the complexity of the GILTI provisions, we are still evaluating their effects and as of June 30, 2018, we have included GILTI related to current-year operations only in our estimated annual effective tax rate and have not provided for additional GILTI on deferred items. The effects of other provisions of the tax reform legislation are not expected to have a material impact on our condensed consolidated financial statements. However, the final impact of the Jobs Act may differ from our estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued, and resulting actions we may take.

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

This report contains forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. When used in this report, the words "anticipate," "believe," "estimate," "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. Readers should be aware of important factors that, in some cases, have affected, and, in the future, could affect actual results, and may cause actual results for the three months and six months ended June 30, 2018 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. These factors include without limitation, the ability to obtain capital and other financing in the amounts and at the times needed to complete clinical trials and launch new products, market acceptance of new products, the nature and timing of regulatory approvals for both new products and existing products for which the Company proposes new claims, realization of forecasted revenues, expenses and income, initiatives by competitors, price pressures, failure to meet FDA regulated requirements governing the Company’s products and operations (including the potential for product recalls associated with such regulations), risks associated with initiating manufacturing for new products, failure to meet Foreign Corrupt Practice Act regulations, legal proceedings, and other risk factors listed from time to time in our SEC reports, including, in particular, those set forth in Cesca’s 2017 Transition Report on Form 10-K for the transition period ended December 31, 2017.

 

Cesca develops, commercializes and markets a range of automated technologies for cell-based therapies. Since the 1990’s Cesca has been the pioneer and one of the leading developers and suppliers of automation technologies for the isolation, purification and storage of stem cells for the cord blood banking industry. In July 2017, a Cesca subsidiary, ThermoGenesis Corp. (ThermoGenesis), completed the strategic acquisition of the business and substantially all of the assets of SynGen Inc. (SynGen), a research and development company for automated cellular processing, and the products from both companies were combined to develop a proprietary CAR-TXpress platform that addresses the critical unmet need for better chemistry, manufacturing and controls (CMC) for the emerging immune-oncology field, in particular, the chimeric antigen receptor T cell (CAR-T) market (the “SynGen Transaction”).

 

Prior to the SynGen Transaction, Cesca’s device business was owned and operated directly by Cesca, and from and after the SynGen Transaction, Cesca’s device business (together with the business acquired from SynGen) is and will be owned and operated by ThermoGenesis.

 

In June 2018, we undertook a restructuring initiative to reduce our operating expenses.  The restructuring resulted in a reduction of approximately 25% of the Company’s workforce in various functions.  This action, combined with other cost savings initiatives is expected to reduce annual operating costs by approximately $2,500,000.  We incurred a restructuring charge of approximately $225,000 during the three months ended June 30, 2018, recorded as a component of general and administrative expense

 

We have two reportable business segments: A “Device Segment” and a “Clinical Development Segment.” The Device Segment engages in the development and commercialization of automated technologies for cell-based therapeutics and bio-processing. The Device Segment is operated through Cesca’s ThermoGenesis subsidiary. The Clinical Development Segment is developing autologous (utilizing the patient’s own cells) stem cell-based therapeutics that address significant unmet medical needs for the applications within the vascular, cardiology and orthopedic markets.

 

Cesca’s Device Segment

The Device Segment’s automated solution offerings include:

 

Clinical BioBanking

AXP® + BioArchive® provide automated isolation, collection and storage of cord blood stem cell concentrates.

 

20

 

Point-of-Care Solutions for Cell-Based Therapeutics

PXP allows for the rapid, automated processing of autologous peripheral or bone marrow derived stem cells at the point-of-care, such as surgical centers or clinics.

 

Cellular Processing for Immuno-Oncology Applications

CAR-TXpress allows for the automated manufacturing, expansion and storage of cellular therapies for immuno-oncology, including various T-cell and natural killer (NK) cell based therapies.

 

The Device Segment’s product pipeline includes:

 

BioArchive for Cryogenic Cellular Product Storage an automated, controlled-rate, liquid nitrogen freezer intended for the cryopreservation and single-cassette based storage of clinical samples. The BioArchive provides customers who need cryogenic cellular product storage (-196°C) with a solution that combines the individualized sample storage/retrieval capacity and real-time chain of custody management.

 

CAR-TXpress platform that addresses critical unmet needs for CMC improvement for the emerging CAR-T therapies for cancer patients. CAR-TXpress eliminates the need of ficoll and traditional magnetic beads based isolation procedures, and thereby dramatically reduces processing time and increases efficiency of the manufacturing process, which should reduce the overall manufacturing cost. The CAR-TXpress platform includes the following X-Series products:

 

X-Lab™ for Cell Isolation – a semi-automated, functionally-closed, ficoll-free, system for the rapid isolation of different target cells from various sources including blood samples, bone marrow aspirates, leukapheresis products.

 

X-BACS™ for Cell Purification – a semi-automated, functionally closed system employs microbubbles to isolate target cells by buoyancy-activated cell sorting (BACS). These microbubbles, through antibodies, bind specifically to desired target cells. Subsequent collection of the floating target cell coated with microbubbles provides a highly-purified preparation of target cells, with high recovery efficiency and cell viability.

 

X-Wash® for Washing and Reformulation – a semi-automated, functionally-closed system that separates, washes, and volume-reduces frozen cells or cell cultures to a programmable volume.

 

AXP for Stem Cell Banking – a proprietary, automated system for the isolation, collection and storage of hematopoietic stem cell concentrates derived from cord blood and peripheral blood.

 

Cesca’s Clinical Development Segment

Using its proprietary AutoXpress® technology platform, Cesca’s Clinical Development Segment is developing autologous (utilizing the patient’s own cells) stem cell-based therapeutics that Cesca believes will address significant unmet medical needs for applications within the vascular, cardiology and orthopedic markets.

 

VXP® for Critical Limb Ischemia (CLI) – Cesca has a proprietary point-of-care, autologous (donor and recipient are the same individual) stem cell-based therapy under development which is intended for the treatment of patients with CLI. The FDA has cleared the Company to proceed with a 362 subject, multi-center pivotal Phase III CLIRST study, which is designed to evaluate the safety and efficacy of Cesca’s autologous stem cell-based therapy in patients with no-option or poor option late stage CLI. Previous clinical studies using Cesca’s proprietary, point-of-care-technologies have demonstrated the regeneration of blood vessels and improved blood circulation in the limbs, using a patient’s own bone marrow derived stem cells.

 

21

 

VXP® for Acute Myocardial Infarction – Cesca has a proprietary, point-of-care autologous stem cell-based therapy under development which is intended as an adjunct treatment for patients who have suffered an acute STEMI, the most serious type of heart attack.  Such treatments are aimed at minimizing the adverse remodeling of the heart post-STEMI.

 

PXP for Orthopedics – Osteoarthritis (OA) - Cesca is in early stage development of an autologous stem cell based therapy intended to treat patients with cartilage tissue degeneration that may lead to progressive cartilage loss and painful joint diseases. Localized articular cartilage defects can potentially be repaired by transplantation of autologous cell therapy. Therapies in development using Cesca’s proprietary PXP system are expected to delay further deterioration and repair the damaged joint cartilage. Treatment is typically via a single procedure in the hospital or clinic.

 

Critical Accounting Policies

Management’s discussion and analysis of its financial condition and results of operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a full discussion of our accounting estimates and assumptions that have been identified as critical in the preparation of the Company’s condensed consolidated financial statements, please refer to Cesca’s 2017 Transition Report on Form 10-K for the transition period ended December 31, 2017.

 

22

 

Results of Operations for the Three Months Ended June 30, 2018 as Compared to the Three Months Ended June 30, 2017

 

Net Revenues

Consolidated net revenues for the three months ended June 30, 2018 were $2,004,000, compared to $3,501,000 for the three months ended June 30, 2017, a decrease of $1,497,000 or 43%. Device Segment revenues decreased in the AXP product line primarily due to the distributor change in the China market, lower BioArchive device sales and a decrease in other due to the ending of a royalty payment agreement in the prior year. Clinical development revenues consist of sales generated by our Totipotent subsidiaries. Manual disposables decreased due to the loss of Totipotent’s primary customer for manual disposables at the end of 2017 and other declined due to lower storage of cord blood at the Novacord cord blood bank.

 

   

June 30,

2018

   

June 30,

2017

 

Device Segment:

               

AXP

  $ 945,000     $ 1,962,000  

BioArchive

    760,000       981,000  

Manual Disposables

    229,000       164,000  

Other

    24,000       291,000  
      1,958,000       3,398,000  

Clinical Development Segment:

               

Manual Disposables

    1,000       45,000  

Bone Marrow

    38,000       27,000  

Other

    7,000       31,000  
      46,000       103,000  
    $ 2,004,000     $ 3,501,000  

 

Gross Profit

The Company’s gross profit was $363,000 or 18% of net revenues for the three months ended June 30, 2018, compared to $1,528,000 or 44% for three months ended June 30, 2017.  Our Device Segment gross profit margin decreased from $1,526,000 or 45% for the three months ended June 30, 2017 to $366,000 or 19% for the three months ended June 30, 2018 primarily due to lower sales, higher overhead costs due to the acquisition of SynGen and inventory scrap expenses due to discontinuing sales of two low volume products.  Additionally, prior year gross profit margin percentage was higher due to the reversal of inventory reserves for products sold.

 

Sales and Marketing Expenses

Consolidated sales and marketing expenses were $359,000 for the three months ended June 30, 2018, as compared to $421,000 for the three months ended June 30, 2017, a decrease of $62,000 or 15%. The decrease was in the Clinical Development Segment and driven by reduced headcount and bad debt expenses for the Totipotent RX subsidiary in India. Sales and marketing expenses were consistent in both periods in the Device Segment.

 

Research and Development Expenses

Consolidated research and development expenses were $908,000 for the three months ended June 30, 2018, compared to $566,000 for the three months ended June 30, 2017, an increase of $342,000 or 60%. The changes are due to additional headcount and expenses in the Device Segment related to the development of our CAR-TXpress platform which we acquired as a result of the SynGen acquisition, and a shift in existing personnel from the Clinical Development Segment to the Device Segment as we are minimally funding clinical development projects until a strategic partner is located.

 

23

 

General and Administrative Expenses

Consolidated general and administrative expenses for the three months ended June 30, 2018 were $2,399,000, compared to $1,963,000 for the three months ended June 30, 2017, an increase of $436,000 or 22%. The increase is driven by severance expenses and the broker-dealer legal settlement.

 

Impairment Charges

The Company incurred impairment charges of $27,202,000 during the three months ended June 30, 2018 as compared to impairment charges of $310,000 during the three months ended June 30, 2017. During the quarter, the Company experienced a significant and sustained decline in its stock price resulting in its market capitalization falling significantly below the recorded value of its consolidated assets. The Company performed a quantitative assessment which determined that carrying amount for the Company’s goodwill and indefinite lived intangible assets relating to the clinical protocols exceeded its estimated fair value. As a result, impairment charges of $12,695,000 to goodwill and $14,507,000 to the intangible assets were recorded during the period to the Clinical Development Segment.

 

Benefit for Income Taxes

The income tax benefit increased to $3,451,000 in the three months ended June 30, 2018 as compared to $673,000 in the three months ended June 30, 2017.  The increase was due to the impairment of the indefinite lived intangible assets for the clinical protocols and goodwill.  The Company’s deferred tax liability is tied to the intangible assets and goodwill.  The impairment caused the deferred tax liability to decrease from $4,730,000 to $1,279,000, which resulted in an income tax benefit for the period.

 

24

 

Results of Operations for the Six Months Ended June 30, 2018 as Compared to the Six Months Ended June 30, 2017

 

Net Revenues

Consolidated net revenues for the six months ended June 30, 2018 were $3,871,000, compared to $6,753,000 for the six months ended June 30, 2017, a decrease of $2,882,000 or 43%. Device Segment revenues decreased in the AXP product line primarily due to the distributor change in the China market and sales of ten AXP devices in the prior year to a distributor in Europe for a new customer. BioArchive device sales decreased due to one less device sale and other decreased due to the ending of a royalty payment agreement in the prior year. Clinical development revenues consist of sales generated by our Totipotent subsidiaries. Manual disposables decreased due to the loss of Totipotent’s primary customer for manual disposables at the end of 2017 and other declined due to lower storage of cord blood at the Novacord cord blood bank.

 

   

June 30,

2018

   

June 30,

2017

 

Device Segment:

               

AXP

  $ 1,695,000     $ 3,900,000  

BioArchive

    1,527,000       1,822,000  

Manual Disposables

    462,000       444,000  

Other

    79,000       331,000  
      3,763,000       6,497,000  

Clinical Development Segment:

               

Manual Disposables

    23,000       70,000  

Bone Marrow

    61,000       92,000  

Other

    24,000       94,000  
      108,000       256,000  
    $ 3,871,000     $ 6,753,000  

 

Gross Profit

The Company’s gross profit was $715,000 or 18% of net revenues for the six months ended June 30, 2018, compared to $2,905,000 or 43% for six months ended June 30, 2017. Our Device Segment gross profit margin decreased from $2,874,000 or 44% for the six months ended June 30, 2017 to $727,000 or 19% for the six months ended June 30, 2018 primarily due primarily due to lower sales, higher overhead costs due to the acquisition of SynGen and inventory scrap expenses as a result of discontinuing sales of two low volume products. Additionally, prior year gross profit margin percentage was higher due to the reversal of inventory reserves for products sold.

 

Sales and Marketing Expenses

Consolidated sales and marketing expenses were $685,000 for the six months ended June 30, 2018, as compared to $756,000 for the six months ended June 30, 2017, a decrease of $71,000 or 9%. The decrease was in the Clinical Device Segment and driven by reduced headcount and bad debt expenses in for the Totipotent RX subsidiary in India. Sales and marketing expenses were consistent in both periods in the Device Segment.

 

Research and Development Expenses

Consolidated research and development expenses were $1,949,000 for the six months ended June 30, 2018, compared to $1,133,000 for the six months ended June 30, 2017, an increase of $816,000 or 72%. The changes are due to additional headcount and expenses in the Device Segment related to the development of our CAR-TXpress platform which we acquired as a result of the SynGen acquisition, and a shift in existing personnel from the Clinical Development Segment to the Device Segment as we are minimally funding clinical development projects until a strategic partner is located.

 

25

 

General and Administrative Expenses

Consolidated general and administrative expenses for the six months ended June 30, 2018 were $4,641,000, compared to $4,601,000 for the six months ended June 30, 2017, an increase of $40,000 or 1%. The increase is driven by increased salaries and employee related expenses, offset by reduced legal expenses.

 

Impairment Charges

The Company incurred impairment charges of $27,202,000 during the six months ended June 30, 2018 as compared to impairment charges of $310,000 during the six months ended June 30, 2017. During the period, the Company experienced a significant and sustained decline in its stock price resulting in its market capitalization falling significantly below the recorded value of its consolidated assets. The Company performed a quantitative assessment which determined that carrying amount for the Company’s goodwill and indefinite lived intangible assets relating to the clinical protocols exceeded its estimated fair value. As a result, impairment charges of $12,695,000 to goodwill and $14,507,000 to the intangible assets were recorded during the period to the Clinical Development Segment.

 

Benefit for Income Taxes

The income tax benefit increased to $3,451,000 in the six months ended June 30, 2018 as compared to $673,000 in the six months ended June 30, 2017.  The increase was due to the impairment of the indefinite lived intangible assets for the clinical protocols and goodwill.  The Company’s deferred tax liability is tied to the intangible assets and goodwill.  The impairment caused the deferred tax liability to decrease from $4,730,000 to $1,279,000, which resulted in an income tax benefit for the period.

 

Liquidity and Capital Resources

At June 30, 2018, the Company had cash and cash equivalents of $3,071,000 and working capital of $5,006,000.  This compares to cash and cash equivalents of $3,513,000 and working capital of $5,990,000 at December 31, 2017.  We have primarily financed operations through private and public placement of equity securities and our line of credit facility. 

 

On May 18, 2018, the Company announced the completion of a public offering of 9,166,667 units (the “Units”), with each Unit consisting of one common share, $0.001 par value (the “Common Shares”) or Common Share equivalent and one common warrant to purchase one Common Share (the “Warrants”) for aggregate gross proceeds of $5,500,000, net proceeds of $4,819,000 after deducting offering expenses of $681,000. The offering was priced at $0.60 per Common Share (or Common Share equivalent), with each Common Share (or Common Share equivalent) sold with one five-year warrant to purchase one Common Share, at an exercise price of $0.60.  

 

The Company has a Revolving Credit Agreement with Boyalife Investment Fund II, Inc. As of June 30, 2018, the Company had drawn down $7,200,000 of the $10,000,000 available under the Credit Agreement. Boyalife Investment Fund II, Inc. is a wholly owned subsidiary of Boyalife Group Inc., which is owned and controlled by the Company’s Chief Executive Officer and Chairman of the Board.

 

The Company has incurred recurring operating losses and as of June 30, 2018 had an accumulated deficit of $217,337,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date. The Company anticipates requiring additional capital to grow the device business, to fund other operating expenses and to make interest payments on the line of credit with Boyalife. The Company’s ability to fund its cash needs is subject to various risks, many of which are beyond its control. The Company plans to seek additional funding through bank borrowings or public or private sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to us, if at all.

 

26

 

Off-Balance Sheet Arrangements

As of June 30, 2018, the Company had no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Cesca is a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and is not required to provide information under this item.

 

Item 4. Controls and Procedures

 

Cesca carried out an evaluation, under the supervision, and with the participation of management, including both the Company’s Chief Executive Officer (principal executive officer) and Principal Accounting Officer (principal financial officer), of the effectiveness of the design and operation of Cesca’s disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of our fiscal quarter pursuant to Exchange Act Rule 13a-15. Disclosure controls and procedures cover controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and the Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, Cesca’s Chief Executive Officer and Principal Accounting Officer have both concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2018.

 

There were no changes in Cesca’s internal controls over financial reporting that occurred during the three months ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. Management believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company, have been detected.

 

27

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

In the normal course of operations, the Company may have disagreements or disputes with distributors, vendors or employees. Such potential disputes are seen by management as a normal part of business.

 

In fiscal 2016, the Company signed an engagement letter with a strategic consulting firm. Included in the engagement letter was a success fee due upon the successful conclusion of certain strategic transactions. On May 4, 2017, a lawsuit was filed against the Company and its CEO by the consulting firm as the consulting firm argues that it is owed a transaction fee of $1,000,000 under the terms of the engagement letter due to the conversion of the Boyalife debentures in August 2016. In October 2017, to streamline the case by providing for the dismissal of Dr. Xu as an individual defendant and without acknowledging any liability, the Company deposited $1,000,000 with the Court. The consulting firm has also dismissed the Company’s CEO from the case, without liability. The Company filed a Motion for Summary Judgment, which was denied by the Court on June 26, 2018. No trial date has been set. The Company intends to defend the lawsuit vigorously and no accrual has been recorded for this contingent liability as of June 30, 2018.

 

Item 1A.

Risk Factors.

In addition to the risk factor discussed below and other information set forth in this report, readers should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in Cesca’s Transition Report on Form 10-K for the transition period ended December 31, 2017, which could materially affect the Company’s business, financial condition or future results. There have been no material changes from those risk factors, other than the risk factor listed below. Additional risks and uncertainties not currently known or knowable to the Company or that management currently deems to be immaterial, may also have a materially adverse effect on Cesca’s business, financial condition and/or operating results.

 

If the Price of our Common Stock Does Not Meet the Requirements of the NASDAQ Capital Market Stock Exchange, Our Shares may be Delisted. Our Ability to Publicly or Privately Sell Equity Securities and the Liquidity of Our Common Stock Could be Adversely Affected if We Are Delisted. The listing standards of NASDAQ provide, among other things, that a company may be delisted if the bid price of its stock drops below $1.00 for a period of 30 consecutive business days. The bid price of our stock has been below $1.00 for a period of greater than 30 consecutive business days. As such, on June 27,2018, the Company received a notice from the NASDAQ Listing Qualifications Department informing us that we must regain compliance with listing requirements or face delisting. In order to regain compliance, at any time before December 24, 2018, the bid price of our common stock must close at a price of at least $1.00 per share for a minimum of 10 consecutive business days. The notice states that NASDAQ will provide us with written notification when our common stock has regained compliance.

 

If compliance cannot be demonstrated by December 24, 2018, then NASDAQ will decide whether we meet all applicable standards for initial listing on the Capital Market (except the bid price requirement) based on our most recent public filings and market information. The notice states that, if we meet these standards, then we are eligible to have an additional 180 calendar day compliance period. NASDAQ can deny the extension if it does not appear to them that it is possible for us to cure the deficiency. Delisting from NASDAQ could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.

 

28

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Cesca had no unregistered sales of equity securities during the three months ended June 30, 2018.

 

Item 3.

Defaults upon Senior Securities.

None.

 

Item 4.

Mine Safety Disclosure.

Not applicable.

 

Item 5.

Other Information.

None.

 

Item 6.

Exhibits.

An index of exhibits is found on page 30 of this report.

 

29

 

Item 6.

Exhibits.

 

Exhibit No.

Document Description

Incorporated by Reference

4.1

Form of Pre-Funded Warrant

Incorporated by reference to Exhibit 10.38 to Form S-1 filed with the SEC on May 14, 2018.

4.2

Form of Common Warrant

Incorporated by reference to Exhibit 10.37 to Form S-1 filed with the SEC on May 14, 2018.

10.1

Form of Securities Purchase Agreement

Incorporated by reference to Exhibit 10.39 to Form S-1 filed with the SEC on May 14, 2018.

10.2

Amendment No. 1, dated May 7, 2018, to First Amended and Restated Revolving Credit Agreement between Cesca Therapeutics Inc. and Boyalife Asset Holding II, Inc.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 7, 2018.

10.3

Second Amended and Restated Convertible Promissory Note, dated April 16, 2018, issued by Cesca Therapeutics Inc. to Boyalife Asset Holding II, Inc.

Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on April 18, 2018.

10.4

First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between Cesca Therapeutics Inc. and Boyalife Asset Holding II, Inc.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 18, 2018.

10.5

First Amended and Restated Nomination and Voting Agreement, dated April 16, 2018, between Cesca Therapeutics Inc. and Boyalife (Hong Kong) Limited

Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on April 18, 2018.

31.1

Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

31.2

Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

32

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Filed herewith.

101.INS

XBRL Instance Document‡

101.SCH

XBRL Taxonomy Extension Schema Document‡

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document‡

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document‡

101.LAB

XBRL Taxonomy Extension Label Linkbase Document‡

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document‡

 

Footnotes to Exhibit Index

 

XBRL information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

 

*

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

 

30

 

Cesca Therapeutics Inc.

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

Cesca Therapeutics Inc.

(Registrant)

 

   

 

 

Dated: August 14, 2018

 

/s/ Xiaochun (Chris) Xu, Ph.D.

   

Xiaochun (Chris) Xu, Ph.D.

Chief Executive Officer

(Principal Executive Officer)

 

 

Dated: August 14, 2018

 

/s/ Jeff Cauble

   

Jeff Cauble

Principal Financial and Accounting Officer

(Principal Financial Officer and

Principal Accounting Officer)

 

31

ex_121115.htm

Exhibit 31.1

 

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Xiaochun (Chris) Xu, certify that:

 

1. I have reviewed this report on Form 10-Q of Cesca Therapeutics Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Dated: August 14, 2018

 

/s/ Xiaochun (Chris) Xu, Ph.D.

   

Xiaochun (Chris) Xu, Ph.D.

Chief Executive Officer

(Principal Executive Officer)

 

ex_121116.htm

Exhibit 31.2

 

PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jeff Cauble, certify that:

 

1. I have reviewed this report on Form 10-Q of Cesca Therapeutics Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Dated: August 14, 2018

 

/s/ Jeff Cauble

   

Jeff Cauble

Principal Financial and Accounting Officer

(Principal Financial Officer and

Principal Accounting Officer)

 

ex_121117.htm

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Cesca Therapeutics Inc. (the "Company") on Form 10-Q for the period ended June 30, 2018, as filed with the Securities and Exchange Commission (the "Report"), we, Xiaochun (Chris) Xu, Chief Executive Officer and Jeff Cauble, Principal Financial and Accounting Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

 

(1)      the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)      the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 14, 2018

 

/s/ Xiaochun (Chris) Xu, Ph.D.

   

Xiaochun (Chris) Xu, Ph.D.

Chief Executive Officer

(Principal Executive Officer)

 

     
     

Dated: August 14, 2018

 

/s/ Jeff Cauble

   

Jeff Cauble

Principal Financial and Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)