FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Boyalife Asset Holding II, Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/16/2018 

3. Issuer Name and Ticker or Trading Symbol

CESCA THERAPEUTICS INC. [KOOL]

(Last)        (First)        (Middle)

2453 S. ARCHER AVE., SUITE B

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

CHICAGO, IL 60616       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Second Amended and Restated Convertible Promissory Note   (1) 4/16/2018   (1) 3/6/2022   (1) Common Stock, par value $.001 per share   6211180   (1) $1.6100   (1) D   (2)  

Explanation of Responses:
(1)  The Second Amended and Restated Convertible Promissory Note due March 6, 2022 (the "Note") was issued pursuant to a First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, as reported in the Issuer's Form 8-K filed on April 18, 2018. The Note is in the maximum aggregate principal amount of $10.0 million, and the outstanding balance and accrued but unpaid interest is convertible at any time by the holder thereof at an initial conversion price of $1.61 per share, subject to adjustment as set forth in the Note. The number of shares underlying the Note as reflected herein is calculated based on the maximum principal amount of the Note and without reference to conversion limitations in the Note.
(2)  The reported securities are held directly by Boyalife Asset Holding II, Inc., which is a wholly owned subsidiary of Boyalife Group, Inc. ("Parent"), and accordingly Parent is an indirect beneficial owner of the reported securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Boyalife Asset Holding II, Inc.
2453 S. ARCHER AVE.
SUITE B
CHICAGO, IL 60616

X

Boyalife Group, Inc.
2453 S. ARCHER AVE.
SUITE B
CHICAGO, IL 60616

X


Signatures
/s/ Xiaochun Xu, Authorized Officer 4/26/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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