13D Filing: Boyalife Investment Enters Into Agreement With Cesca Therapeutics Inc. (KOOL)

Item 4. Purpose of Transaction

The information set
forth in Item 3 hereof is incorporated herein by reference.

On February 2, 2016,
the Issuer entered into a Purchase Agreement (the “Purchase Agreement”) with the Reporting Persons, pursuant
to which the Issuer agreed to issue to the Reporting Persons in two closings Shares, senior secured three-year convertible debentures
(the “Debentures”) and five-year warrants to purchase additional Shares (the “Warrants”
and, such transaction, the “Boyalife Financing”).

Pursuant to the terms
of the Purchase Agreement, at an initial closing which ocurred on February 13, 2016 (the “Initial Closing”)
the Issuer sold and issued to (i) Boyalife Hong Kong 14,705,882 Shares at a purchase price of $0.17 per share together with Warrants
to purchase up to 11,764,706 Shares, and (ii) Boyalife USA a Debenture with an outstanding principal amount of $8 million together
with Warrants to purchase up to 37,647,059 Shares. At the Initial Closing, the Issuer received aggregate cash proceeds from the
Reporting Persons of $10.5 million.

Additionally, on February
16, 2016, the Issuer and the Reporting Persons completed the second closing under the Purchase Agreement (the “Subsequent
Closing”). At the Subsequent Closing, the Issuer sold and issued to Boyalife USA an additional $4.5 million of Debentures
together with Warrants to purchase up to 21,176,470 Shares. At the Subsequent Closing, the Issuer received aggregate cash proceeds
from the Investors of $4.5 million. As a result of the Subsequent Closing, the Investors will own (i) an aggregate of 14,705,882
Shares, (ii) Warrants to purchase an aggregate of 70,588,235 Shares and (iii) Debentures convertible into 122,058,824 Shares, assuming
such Debentures were converted in full at maturity together with all accrued interest.

The terms of the Shares,
the Debentures, the Warrants and the transactions contemplated by the Purchase Agreement were previously disclosed in a Current
Report on Form 8-K filed by the Issuer on February 3, 2016 (the “Initial 8-K”).

Boyalife USA intends
to use convertible debenture as a vehicle to become a majority share holder of Issue under certain circumstance described in the
Purchase Agreement. Boyalife Hong Kong intends to exercise its rights under the Purchase Agreement to purchase more shares of the
Issuer under certain circumstance described in the Purchase Agreement.

Item 5. Interest in Securities of the
Issuer