Long-term debt

3 Months Ended

Mar. 31, 2025

Term Loan

On September 20, 2022, the Company and certain of its subsidiaries entered into the Loan and Security Agreement, 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”), Global Cooling, and Sexton Biotechnologies, Inc., a Delaware corporation (“Sexton”), 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”), that certain Consent and Third Amendment to Loan and Security Agreement, dated November 11, 2024 (the “Third Amendment”), and that certain Consent and Fourth Amendment to Loan and Security Agreement, dated April 4, 2025 (the "Fourth 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 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 March 31, 2025, the implied interest rate of the Term Loan is 11.1% and the implied value of the Term Loan is $13.4 million. The Loan Agreement contains customary representations and warranties as well as customary affirmative and negative covenants. As of March 31, 2025, 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, the Company, SAVSU, Arctic, SciSafe Parent, Global Cooling and Sexton (the Company, SAVSU, Arctic, SciSafe Parent, Global Cooling and Sexton, collectively, the “Second Amendment Borrower”). Pursuant to the Second Amendment and subject to the conditions set forth therein, Bank consented to the Global Cooling 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 Global Cooling Divestiture, 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 Second Amendment 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 Second Amendment Borrower and provides for a release of Bank by Second Amendment Borrower for any claims existing or arising through the date of the Second 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, the Company, SAVSU, Arctic, SciSafe Parent and Sexton (the Company, SAVSU, Arctic, SciSafe Parent and Sexton, collectively, the “Third Amendment 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 Third Amendment 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 Third Amendment Borrower and provides for a release of Bank by Third Amendment Borrower for any claims existing or arising through the date of the Third Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.

On April 4, 2025, the Company entered into the Fourth Amendment by and among Bank, the Company, SAVSU and Sexton. For additional information on the Fourth Amendment, see Note 19: Subsequent events.

Long-term debt consisted of the following as of March 31, 2025 and December 31, 2024:


				March 31,		December 31,
(In thousands)	Maturity Date	Interest Rate		2025		2024
Term Loan(1)	Jun-26	7.0	%	$	12,500	$	15,000
Insurance premium financing	Various	8.3	%	473		975
Total debt, excluding unamortized debt issuance costs				12,973		15,975
Less: unamortized debt issuance costs				(25)		(35)
Total debt				12,948		15,940
Less: current portion of debt				(10,449)		(10,943)
Total long-term debt				$	2,499	$	4,997

(1) As of March 31, 2025, the Term Loan was secured by substantially all assets of BioLife, SAVSU, and Sexton, other than intellectual property.

As of March 31, 2025, the scheduled maturities of loans payable for each of the next five years and thereafter were as follows:


(In thousands)	Amount
2025 (9 months remaining)	$	7,951
2026	4,997
2027	-
2028	-
2029	-
Thereafter	-
Total debt	$	12,948