Long-term debt

12 Months Ended

Dec. 31, 2024

Term Loan

On September 20, 2022, the Company and certain of its subsidiaries entered into the Loan and Security Agreement, dated September 20, 2022, by and among Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”), the Company, SAVSU Technologies, Inc., a Delaware corporation (“SAVSU”), Arctic Solutions, Inc., a Delaware corporation doing business as Custom Biogenic Systems (“Arctic”), SciSafe Holdings, Inc., a Delaware corporation (“SciSafe Parent”), and Sexton Biotechnologies, Inc., a Delaware corporation (“Sexton,” and together with the Company, SAVSU, Arctic and SciSafe Parent, “Borrower”), as amended by that certain Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024, that certain Consent and Second Amendment to Loan and Security Agreement, dated April 17, 2024 (the “Second Amendment”), and that certain Consent and Third Amendment to Loan and Security Agreement, dated November 11, 2024 (the “Third Amendment”, and the foregoing collectively, 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 were interest-only through June 2024, with additional criteria allowing for interest-only payments to continue through June 2025. The Company has begun its interest payments on the Term Loan as of June 2024. 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 million. As of December 31, 2024, the implied interest rate of the Term Loan is 8.9% and the implied value of the Term Loan is $15.9 million. The Loan Agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of December 31, 2024, the Company is in compliance with the covenants set forth in the Loan Agreement.

On April 17, 2024, the Company entered into the Second Amendment by and among Bank and Borrower. Pursuant to the Second Amendment and subject to the conditions set forth therein, Bank consented to the GCI Divestiture and released its security interests in the assets of Global Cooling and the shares of common stock of Global Cooling arising under the Loan Agreement. In addition, effective as of the closing of the transaction, the Second 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 Second 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.

On November 11, 2024, the Company entered into the Third Amendment by and among Bank and Borrower. Pursuant to the Third Amendment and subject to the conditions set forth therein, Bank consented to the SciSafe Divestiture as required pursuant to the Loan Agreement. In addition, effective as of the closing of the SciSafe Divestiture, the Third Amendment amended the Loan Agreement to provide for a non-refundable termination fee in the amount of $750,000 payable by Borrower to Bank in the event that the Loan Agreement is terminated prior to the Term Loan Maturity Date for any reason. The Third Amendment also made certain other ministerial changes to the Loan Agreement, 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 December 31, 2024 and 2023:


				December 31,
(In thousands)	Maturity Date	Interest Rate		2024		2023
Global Cooling Term Notes(1)	Various	4.0	%	$	—	$	2,596
Term Loan(2)	Jun-26	7.0	%	15,000		20,000
Insurance premium financing	Various	8.3	%	975		1,348
Total debt, excluding unamortized debt issuance costs				15,975		23,944
Less: unamortized debt issuance costs				(35)		(98)
Total debt				15,940		23,846
Less: current portion of debt				(10,943)		(6,285)
Total long-term debt				$	4,997	$	17,561

(1) The Company repaid the balance of all obligations of the Global Cooling Term Notes pursuant to the Global Cooling Purchase Agreement.

(2) As of December 31, 2024, the Term Loan was secured by substantially all assets of BioLife, SAVSU, and Sexton, other than intellectual property.

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


(In thousands)	Amount
2025	$	10,943
2026	4,997
2027	—
2028	—
2029	—
Thereafter	—
Total	$	15,940