XML 17 R7.htm IDEA: XBRL DOCUMENT v3.19.1
Note 1 - Description of Business and Basis of Presentation
3 Months Ended
Mar. 31, 2019
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]
1.
     
Description of Business and Basis of Presentation
 
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 bio-banking, 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.
 
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. (“CARTXpress”) and the
20%
interest in ThermoGenesis was exchanged for a
20%
interest in CARTXpress. As a result, the Company holds an
80%
equity interest in 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.
 
Cesca is an affiliate of the Boyalife Group, a China-based industry research alliance encompassing top research institutions for stem cell and regenerative medicine.
 
The Company reacquired the non-controlling interest shares in ThermoGenesis with a deficit of
$1,711,000
in exchange for
20%
equity interest in the newly created subsidiary, CARTXpress, which approximates
$1,100,000.
  The total amount of
$2,843,000
related to reorganization of subsidiary and related change in non-controlling interest was recorded in the statement of stockholders’ equity.
 
Liquidity
and Going Concern
The Company has a Revolving Credit Agreement (“Credit Agreement”) with Boyalife Asset Holding II, Inc. (Refer to Note
3
). As of
March 31, 2019,
the Company had drawn down
$8,713,000
of the
$10,000,000
available under the Credit Agreement. Future draw-downs
may
be limited for various reasons including default or foreign government policies that restrict or prohibit transferring funds. At the time of this filing, we are currently unable to draw down on the line of credit. This
may
change in the near future but there is
no
assurance that the line of credit will become available at such time when it is needed. 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.
 
At
March 31, 2019,
the Company had cash and cash equivalents of
$2,237,000
and working capital of
$3,246,000.
The Company has incurred recurring operating losses and as of
March 31, 2019
had an accumulated deficit of
$229,306,000.
These recurring losses 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 Asset Holding II, Inc. 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 and its wholly-owned subsidiaries, ThermoGenesis and TotipotentRX Cell Therapy, Pvt. Ltd and ThermoGenesis’ majority-owned subsidiary, CARTXpress Bio, Inc. 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
three
month period ended
March 31, 2019
are
not
necessarily indicative of the results that
may
be expected for the year ending
December 31, 2019.
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Cesca’s Annual Report on Form
10
-K for the year ended
December 31, 2018.