Current Report Filing (8-k)
June 15 2018 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2018
CRYO-CELL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-23386
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22-3023093
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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700 Brooker Creek Blvd., Suite 1800, Oldsmar, FL
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34677
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (813)
749-2100
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement
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As of June 11, 2018, Cryo-Cell International,
Inc. (Cryo-Cell) entered into an Second Amendment to Credit Agreement (the Second Amendment) with Texas Capital Bank, National Association, which amended Cryo-Cells Credit Agreement dated as of May 20, 2016 to
provide for, among other things, an increase in the current outstanding principal amount of the loan from Texas Capital Bank by $9,000,000 to finance a portion of the purchase price of the Cord Purchase, as defined and as further described in Item
2.01 below. In connection therewith, Cryo-Cell executed and delivered to Texas Capital Bank a Second Amended and Restated Promissory Note, in the principal amount of $15,499,999.81, dated as of June 11, 2018 (the Restated Note). The
foregoing description of the Second Amendment and Restated Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment and Restated Note, copies of which are filed as Exhibits 2.2
and 2.3 to this current report on Form
8-K
and the information contained therein is incorporated herein by reference.
Item 2.01.
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Completion of Acquisition or Disposition of Assets
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On June 11, 2018, Cryo-Cell completed
its acquisition of substantially all of the assets (the Cord Purchase) of Cord:Use Cord Blood Bank, Inc., a Florida corporation (Seller), in accordance with the definitive Asset Purchase Agreement between Cryo-Cell and Seller
(the Purchase Agreement), including without limitation Sellers inventory of public cord blood units existing as of the closing date (the Public Cord Blood Inventory) and Sellers shares of common stock of Tianhe
Stem Cell Biotechnologies, Inc., an Illinois corporation (the Tianhe Capital Stock). Seller was in the business of public and private cord blood and tissue, collection, processing, storage and banking.
The aggregate consideration payable at closing under the Purchase Agreement is $14,000,000, with $10,500,000 payable in cash and the balanced being paid
through the delivery to Seller of 465,426 shares of Cryo-Cells common stock, par value $0.01 per share (Common Stock), at $7.44 per share. In addition, Cryo-Cell assumed certain limited liabilities incurred by Seller in connection
with its business that remain unpaid as of the closing date and that directly relate to the services to be provided after closing by Cryo-Cell. Cryo-Cell also assumed certain of Sellers contracts and the obligations arising therefrom after the
closing.
Additionally, Seller is entitled to an earnout from Cryo-Cells sale of the Public Cord Blood Inventory from and after closing in excess of
certain thresholds, payable in cash and/or additional shares of Common Stock, on the terms set forth in the Purchase Agreement, and, in certain circumstances further described in the Purchase Agreement, Seller also is entitled to a portion of the
gross profits generated, or deemed to have been generated, by Cryo-Cell from its ownership of the Tianhe Capital Stock.
The shares of Common Stock were
issued to Seller in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the Securities Act) under Section 4(a)(2) of the Securities Act.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the
agreement, previously filed as Exhibit 2.1 to the Companys Report on Form
8-K
field on February 20, 2018 and incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities
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See Item 1.01 above, which is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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(a)
Financial Statements of
Business Acquired.
The financial statements required by Item 9.01(a) of Form
8-K
will be
filed by amendment within 71 calendar days after the date this report on Form
8-K
must be filed.
(b)
Pro Forma Financial Information
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The pro forma financial information required by Item 9.01(b) of Form
8-K
will be filed by amendment
within 71 calendar days after the date this report on Form
8-K
must be filed.
(d)
Exhibits
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2.1
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Asset Purchase Agreement, date May
29, 2018, between Cord:Use Cord Blood Bank, Inc. and Cryo-Cell International, Inc. (filed as Exhibit 2.1 to the Companys Report on Form
8-K
filed on June
4, 2018, and incorporated herein by reference)
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2.2
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Second Amendment to Credit Agreement dated June 11, 2018
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2.3
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Second Amended and Restated Promissory Note dated June 11, 2018
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99.1
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Press release announcing the closing of the acquisition dated June 15, 2018.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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CRYO-CELL INTERNATIONAL, INC.
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Dated: June 15, 2018
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By:
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/s/ David Portnoy
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David Portnoy
Chairman and
Co-Chief
Executive Officer
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