Note 16 - Subsequent Events

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Subsequent Events [Text Block]

1

6

.

  

Subsequent Events

The Company has evaluated events subsequent to the balance sheet date for inclusion in the accompanying consolidated financial statements through the date of issuance and determined that

no

subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto other than as disclosed below.

On

January 1, 2019,

the Company entered into a reorganization of the business and equity ownership of its majority-owned ThermoGenesis subsidiary. Pursuant to the reorganization, the assets acquired by ThermoGenesis from SynGen Inc. in

July 2017

were contributed to a newly formed Delaware subsidiary of ThermoGenesis named CARTXpress Bio, Inc. and the

20%

interest in ThermoGenesis was exchanged for a

20%

interest in CARTXpress. As a result, the Company holds an

80%

equity interest CARTXpress and the Company has become the owner of

100%

of ThermoGenesis. The purpose of the reorganization is to allow CARTXpress to focus on the development and commercialization of the newly launched CARTXpress cellular manufacturing platform.

On

January 29, 2019,

the Company agreed to issue and sell an aggregate of

$800,000

face value of unsecured convertible promissory notes (the “Notes”) that, after

six

months and subject to the receipt of stockholder approval of the conversion feature of the Notes (“Stockholder Approval”), are convertible into shares of the Company's common stock, par value

$0.001

per share, at a conversion price equal to the lower of (a)

$0.18

per share or (

2

)

90%

of the closing sale price of the Company’s common stock on the date of conversion (subject to a floor conversion price of

$0.05

) (the “Conversion Price”).

The Notes bear interest at the rate of

twenty-four

percent (

24%

) per annum and are payable quarterly in arrears. Unless sooner converted in the manner described below, all principal under the Notes, together with all accrued and unpaid interest thereupon, will be due and payable

eighteen

(

18

) months from the date of the issuance of the Notes (the “Maturity Date”). However, if the Stockholder Approval does

not

occur at the Company’s next annual meeting of stockholders, the Maturity Date will accelerate to the date that is

fourteen

days after the next annual meeting. The Notes

may

be prepaid without penalty at any time after the Notes become convertible (at which time the holders will have the right to convert the Notes before prepayment thereof).

On the date that is

six

months after the issuance of the Notes but subject to Stockholder Approval, and for so long thereafter as any principal and accrued but unpaid interest under the Notes remain outstanding, any holder of the Notes

may

convert such holder’s Notes, in whole or in part, into a number of shares of Company common stock equal to (i) the principal amount being converted, together with any accrued or unpaid interest thereon, divided by (ii) the Conversion Price in effect at the time of conversion. The Notes have customary conversion blockers at

4.99%

and

9.99%

unless otherwise agreed to by the Company and a holder of the Notes.