Long-term debt

6 Months Ended

Jun. 30, 2024

Term Loan

On September 20, 2022, the Company and certain of its subsidiaries entered into a term loan agreement (the “Loan Agreement”), which provides for a term loan in an aggregate maximum principal amount of up to $60 million in the increments and upon the dates and milestones described below (the “Term Loan”). The Term Loan matures on June 1, 2026. The Loan Agreement permitted the Company to borrow up to $30 million upon the initial closing of the transactions contemplated by the Loan Agreement (the “Term Loan Closing”), and provided options to borrow (i) up to $10 million between the Term Loan Closing and June 30, 2023, (ii) up to $10 million upon the achievement of certain revenue milestones by the Company, and (iii) an additional $10 million at the discretion of the lender. The Company borrowed $20 million at the Term Loan Closing and accounts for the Term Loan at cost. As of December 31, 2023, the Company had not drawn additional funding nor had it met the revenue milestones outlined within the Loan Agreement. The Company had until December 31, 2023 to draw an additional $10 million, subject to approval from the lender, and therefore has no additional opportunities under the Loan Agreement. Payments on the borrowing are interest-only through June 2024, with additional criteria allowing for interest-only payments to continue through June 2025. Tranches borrowed under the Loan Agreement bear interest at the Wall Street Journal prime rate plus 0.5%. However, the interest rate is subject to a ceiling that restricts the interest rate for each tranche from exceeding 1.0% above the overall rate applicable to each tranche at their respective funding dates and has a balloon payment due at the earliest of term loan maturity, repayment of the Term Loan in full, or termination of the Loan Agreement at $1.2 million. As of June 30, 2024, the implied interest rate of the Term Loan is 7.2% and the implied value of the Term Loan is $20.5 million. The Loan Agreement contains customary

representations and warranties as well as customary affirmative and negative covenants. As of June 30, 2024, the Company is in compliance with the covenants set forth in the Loan Agreement.

On April 17, 2024, the Company entered into a Consent and Second Amendment to the Term Loan (the “Amendment”) by and among Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”) and the Company and its subsidiaries. Pursuant to the Amendment and subject to the conditions set forth therein, Bank consented to the Transaction and released its security interests in the assets of Global Cooling and the Shares arising under the Loan and Security Agreement, dated September 20, 2022, by and among Bank and Borrower, as amended by that certain Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024 (the “Loan Agreement”). In addition, effective as of the closing of the Transaction, the Amendment amended the Loan Agreement to remove Global Cooling as a party to the Loan Agreement and provide for a non-refundable termination fee in the amount of $500,000 payable by Borrower to Bank in the event that the Loan Agreement is terminated prior to the Term Loan Maturity Date (as defined in the Loan Agreement) for any reason. The Amendment also contains customary representations and warranties of Borrower and provides for a release of Bank by Borrower for any claims existing or arising through the date of the Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.

Long-term debt consisted of the following as of June 30, 2024 and December 31, 2023:


				June 30,		December 31,
(In thousands)	Maturity Date	Interest Rate		2024		2023
Global Cooling Amended Term Notes	Various	4.0	%	$	—	$	2,596
Term Loan	Jun-26	7.0	%	20,000		20,000
Insurance premium financing	Jul-24	Various		102		1,348
Freezer equipment loan	Dec-25	5.7	%	241		317
Manufacturing equipment loans	Oct-25	5.7	%	122		172
Freezer installation loan	Various	6.3	%	665		807
Other loans	Various	Various		—		2
Total debt, excluding unamortized debt issuance costs				21,130		25,242
Less: unamortized debt issuance costs				(65)		(98)
Total debt				21,065		25,144
Less: current portion of debt				(10,614)		(6,833)
Total long-term debt				$	10,451	$	18,311

As of June 30, 2024, the Term Loan was secured by substantially all assets of BioLife, SAVSU, CBS, SciSafe, and Sexton, other than intellectual property. Equipment loans are secured by the financed equipment.

As of June 30, 2024, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:


(In thousands)	Amount
2024 (6 months remaining)	$	5,336
2025	10,511
2026	5,218
2027	-
2028	-
Thereafter	-
Total debt	$	21,065