KOOL / Spinnaker ETF Series - North Shore Equity Rotation ETF - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Spinnaker ETF Series - North Shore Equity Rotation ETF
US ˙ ARCA ˙ US1571313014

Mga Batayang Estadistika
LEI 54930046CTH3DLQ1AR47
CIK 811212
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Spinnaker ETF Series - North Shore Equity Rotation ETF
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
January 6, 2025 EX-10.1

THERMOGENESIS HOLDINGS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

Exhibit 10.1 THERMOGENESIS HOLDINGS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS The undersigned, constituting all of the members of the Board of Directors (the “Board”) of ThermoGenesis Holdings, Inc. (the “Company”), acting pursuant to the authority conferred upon them by the Delaware General Corporation Law (“DGCL”), do hereby ratify, confirm and adopt the following recitals and re

January 6, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 31, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

August 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-82900 CUSIP NUMBER: 88362L100 (Check One) ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition R

August 6, 2024 8-K

Changes in Registrant's Certifying Accountant

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): August 1, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

August 6, 2024 EX-16.2

Letter Regarding Change in Accountants for Form 8-K

Exhibit 16.2 Letter Regarding Change in Accountants for Form 8-K August 5, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 1, 2024, to be filed by our client, ThermoGenesis Holdings Inc. We agree with the statements made in response to that Item insofar

August 6, 2024 EX-16.1

August 6, 2024

Exhibit 16.1 August 6, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by ThermoGenesis Holdings, Inc. under Item 4.01 of its Form 8-K dated August 1, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of ThermoGenesis Holdings, I

July 16, 2024 8-K

Financial Statements and Exhibits, Other Events

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): July 12, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

July 16, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 15, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

July 16, 2024 EX-9.1

EXERCISED COLLATERAL OPTION FOR THE REVOLVING LINE OF CREDIT BY AND BETWEEN THERMOGENESIS HOLDINGS INC AND BOYALIFE GROUP INC

Exhibit 9.1 EXERCISED COLLATERAL OPTION FOR THE REVOLVING LINE OF CREDIT BY AND BETWEEN THERMOGENESIS HOLDINGS INC AND BOYALIFE GROUP INC This Letter is to inform ThermoGenesis Holdings Inc., previously known as Cesca Therapeutics Inc (the “Company”), about the exercised collateral option within the existing terms of the revolving line-of-credit entered by and between the Company and Boyalife Grou

July 11, 2024 EX-9.1

NOTICE OF DEFAULT AND ELECTION TO EXERCISE COLATERAL OPTION FOR THE REVOLVING LINE OF CREDIT BY AND BETWEEN THERMOGENESIS HOLDINGS INC AND BOYALIFE GROUP INC (USA)

Exhibit 9.1 NOTICE OF DEFAULT AND ELECTION TO EXERCISE COLATERAL OPTION FOR THE REVOLVING LINE OF CREDIT BY AND BETWEEN THERMOGENESIS HOLDINGS INC AND BOYALIFE GROUP INC (USA) This Letter is to inform ThermoGenesis Holdings Inc., previously known as Cesca Therapeutics Inc (the “Company”), about the demand to exercise the contractual option within the existing terms of the revolving line-of-credit

July 11, 2024 8-K

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): July 9, 2024 THERMOGENESIS HOLDIN

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): July 9, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

July 2, 2024 8-K

Other Events

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 30, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

June 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 22, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

June 26, 2024 EX-17.1

1

Exhibit 17.1 Date: 21 June 2024 To: Chris Xu, PhD Chairman and CEO ThermoGenesis, Inc. Sacramento, CA From: Russell Medford MD, PhD Atlanta, Georgia Joseph Thomis, PhD Brussels, Belgium Jim Xu Chicago, IL Dear Dr. Xu: We hope this letter finds you well. After much reflection and careful consideration, we are writing to formally resign from our positions as independent board members of the Board of

June 26, 2024 EX-17.2

June 24, 2024

Exhibit 17.2 June 24, 2024 Dr. Chris Xu, Chair, Board of Directors Themogenesis Holdings, Inc. 2711 Citrus Road Rancho Cordova, CA 95742 [email protected] Re: My Resignation as an Independent Board Member Dear Dr. Xu, There have been quite a few developments in the past few days regarding the resignation of the independent board members. Even though the independent board members as a whole wer

June 11, 2024 8-K

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 6, 2024 THERMOGENESIS HOLDIN

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 6, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

June 4, 2024 EX-10.1

MANUFACTURE AND SUPPLY AGREEMENT

Exhibit 10.1 Information contained in portions of this Exhibit have been redacted because the Company has determined that such information (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed. Information redacted from this Exhibit has been marked by the following [**] MANUFACTURE AND SUPPLY AGREEMENT THIS MANUFACTURE AND SUPPLY AGREEM

June 4, 2024 8-K

Financial Statements and Exhibits, Other Events

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): May 29, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

May 17, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoGe

May 16, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-82900 CUSIP NUMBER: 88362L100 (Check One) ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition

April 24, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 19, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

April 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-16375 THERMOG

April 16, 2024 EX-97.1

ThermoGenesis Holdings, Inc. Compensation Recovery Policy, filed herewith

Exhibit 97.1 THERMOGENESIS HOLDINGS, INC. Compensation Recovery Policy 1. Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which ThermoGenesis Holdings, Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Co

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-82900 CUSIP NUMBER: 88362L209 (Check One) ☒Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transiti

March 20, 2024 8-K

Other Events

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): March 15, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 12, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 8, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

January 10, 2024 8-K

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): January 8, 2024 THERMOGENESIS HOL

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): January 8, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employe

January 10, 2024 EX-10.1

Amendment No. 3 to Second Amended and Restated Convertible Promissory Note, date January 5, 2024, between ThermoGenesis Holdings, Inc. and Boyalife Group, Inc., incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 10, 2024.

Exhibit 10.1 AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE, dated as of January 5, 2024 (this “Amendment”), amends that certain Second Amended and Restated Convertible Promissory Note initially issued on April 16, 2018, and previously amended by Amendment No. 1, dated March 4, 2022 and Amen

January 10, 2024 EX-10.2

Amendment No. 4 to First Amended and Restated Revolving Credit Agreement, dated January 5, 2024, between ThermoGenesis Holdings, Inc. and Boyalife Group, Inc., incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on January 10, 2024.

Exhibit 10.2 AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Amendment No. 4 to First Amended and Restated Revolving Credit Agreement (this “Amendment No. 4”) is entered into as of January 5, 2024, by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Borrower”), and Boyalife Group Inc., an Illinois corpora

January 10, 2024 8-K

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): January 5, 2024 THERMOGENESIS HOL

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): January 5, 2024 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employe

December 15, 2023 8-K

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): December 14, 2023 THERMOGENESIS H

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): December 14, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

December 6, 2023 424B5

Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-275735 PROSPECTUS SUPPLEMENT (To Prospectus dated December 5, 2023) $1,288,000 Common Stock We have entered into an At The Market Offering Agreement (the “Offering Agreement”), dated November 22, 2023, with H.C. Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”), as sales agent relating to the shares of our common stock

December 1, 2023 CORRESP

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 December 1, 2023

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 December 1, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Juan Grana Re: ThermoGenesis Holdings, Inc. Registration Statement on Form S‑3 (Registration No. 333-275735) Mr. Grana: Pursuant to Rule 461 under the Securitie

November 29, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 22, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Emplo

November 28, 2023 SC 13D/A

US88362L2097 / THERMOGENESIS HO / Boyalife Group, Inc. - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 boya20231127sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L209 (CUSIP Number) Xiaochun Xu PhD, MBA 2711 Citrus Rd. Rancho Cordova, CA 95742 Tel: (916

November 22, 2023 S-3

As filed with the Securities and Exchange Commission on November 22, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 22, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) ThermoGenesis Holdings, Inc.

November 22, 2023 EX-4.5

Form of Senior Indenture.

Exhibit 4.5 THERMOGENESIS HOLDINGS, INC. TO Trustee FORM OF INDENTURE Dated as of Debt Securities THERMOGENESIS HOLDINGS, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of ss.310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 (c) Not Applicable ss.311(a) 613 (b) 613 ss.312(a) 701, 702(a) (b) 702(b) (c) 702(c) ss.313

November 22, 2023 EX-1.2

At the Market Offering Agreement, dated November 22, 2023, by and between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC, incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 (Registration No. 333-275735) filed on November 22, 2023.

Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT November 22, 2023 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: ThermoGenesis Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, w

November 22, 2023 EX-4.6

Form of Subordinated Indenture.

Exhibit 4.6 THERMOGENESIS HOLDINGS, INC. TO Trustee FORM OF SUBORDINATED INDENTURE Dated as of Debt Securities THERMOGENESIS HOLDINGS, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of ss.310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 (c) Not Applicable ss.311(a) 613 (b) 613 ss.312(a) 701, 702(a) (b) 702(b) (c)

November 21, 2023 8-K

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): November 17, 2023 THERMOGENESIS H

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): November 17, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Emplo

November 13, 2023 EX-99.1

ThermoGenesis Holdings Announces Third Quarter 2023 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Third Quarter 2023 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., November 13, 2023 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today reported financial and operati

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 The

November 13, 2023 8-K

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): November 13, 2023 THERMOGENESIS H

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): November 13, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

November 3, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

October 26, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

October 4, 2023 8-K

Other Events

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): September 28, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

August 29, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 23, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

August 14, 2023 SC 13D/A

US88362L2097 / THERMOGENESIS HO / Boyalife Group, Inc. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L209 (CUSIP Number) Xiaochun Xu PhD, MBA 2711 Citrus Rd. Rancho Cordova, CA 95742 Tel: (916) 858-5100 (Name, Address and Telephone Number of

August 10, 2023 EX-99.1

ThermoGenesis Holdings Announces Second Quarter 2023 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Second Quarter 2023 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., August 10, 2023 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today reported financial and operatin

August 10, 2023 8-K

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): August 10, 2023 THERMOGENESIS HOL

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): August 10, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoGen

August 3, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 31, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

August 3, 2023 EX-10.1

Amendment No. 4 to Convertible Promissory Note, dated July 31, 2023, between ThermoGenesis Holdings, Inc. and Orbrex (USA) Co Limited, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 3, 2023.

Exhibit 10.1 AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 4 Convertible Promissory Note (this “Amendment No. 4”) by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Company”), and Orbrex (USA) Co. Limited (“Orbrex”), is entered into effective as of July 31, 2023. Capitalized terms not otherwise defined herein shal

July 19, 2023 8-K

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): July 14, 2023 THERMOGENESIS HOLDI

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): July 14, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoGe

May 15, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

May 15, 2023 EX-99.1

ThermoGenesis Holdings Announces First Quarter 2023 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces First Quarter 2023 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., May 15, 2023 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today reported financial and operating re

April 27, 2023 CORRESP

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 April 27, 2023

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 April 27, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Re: ThermoGenesis Holdings, Inc. Registration Statement on Form S‑3 (Registration No. 333-271327) Ms. Adams: Pursuant to Rule 461 under the Securities

April 18, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) ThermoGenesis Holdings, Inc.

April 18, 2023 EX-10.5

Lockup Agreement

Exhibit 10.5 Lock‑Up Agreement April 17, 2023 ThermoGenesis Holdings, Inc. 2711 Citrus Road Rancho Cordova, California 95742 Attention: Jeffrey Cauble, Chief Financial Officer Re: ThermoGenesis Holdings, Inc. – Registration Statement on Form S-3 for Shares of Common Stock Dear Sirs and Madams: For good and valuable consideration, the undersigned is delivering this letter agreement (this “Agreement

April 18, 2023 S-3

As filed with the Securities and Exchange Commission on April 18, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 18, 2023 Registration No.

April 17, 2023 424B3

2,142,858 Shares of Common Stock ______________

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-271125 2,142,858 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholder named in this prospectus of up to 2,142,858 shares of our common stock, consisting of (i) 125,000 shares of outstanding common stock (ii), 946,429 shares of our common stock issuable upon the exercise of

April 13, 2023 S-3/A

As filed with the Securities and Exchange Commission on April 13, 2023

As filed with the Securities and Exchange Commission on April 13, 2023 Registration No.

April 11, 2023 SC 13D/A

US88362L2097 / THERMOGENESIS HO / Boyalife Group, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L209 (CUSIP Number) Xiaochun Xu PhD, MBA 2711 Citrus Rd. Rancho Cordova, CA 95742 Tel: (916) 858-5100 (Name, Address and Telephone Number of

April 11, 2023 CORRESP

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 April 11, 2023

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 April 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jordan Nimitz Re: ThermoGenesis Holdings, Inc. Registration Statement on Form S‑3 (Registration No. 333-271125) Ms. Nimitz: Pursuant to Rule 461 under the Securit

April 4, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) ThermoGenesis Holdings, Inc.

April 4, 2023 S-3

Powers of Attorney (included on signature page).

As filed with the Securities and Exchange Commission on April 4, 2023 Registration No.

March 30, 2023 EX-3.1

Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc. dated as of June 5, 2020, as amended December 21, 2022., incorporated by reference to Exhibit 3.1 to Form 10-K filed March 30, 2023.

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THERMOGENESIS HOLDINGS, INC. ThermoGenesis Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, (the “Corporation”) hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 3, 1986, under

March 30, 2023 EX-4.4

Exhibit 4.4

Exhibit 4.4 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended Our Certificate of Incorporation authorizes the issuance of up to 350,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock, par value $0.001 per share. The rights and preferences of the preferred stock may be established from time to ti

March 30, 2023 8-K

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): March 30, 2023 THERMOGENESIS HOLD

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): March 30, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-16375 ThermoG

March 30, 2023 EX-99.1

ThermoGenesis Holdings Announces Year End 2022 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Year End 2022 Financial Results and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., March 30, 2023 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today reported financial and operating resul

March 21, 2023 8-K

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): March 15, 2023 THERMOGENESIS HOLD

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): March 15, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 21, 2023 EX-10.1

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K filed March 21, 2023

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2023, between ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and cond

March 21, 2023 EX-4.2

Form of Pre-Funded Warrant, incorporated by reference to 4.2 to Form 8-K filed with the SEC on March 21, 2023.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

March 21, 2023 EX-99.1

THERMOGENESIS ANNOUNCES $3 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES

Exhibit 99.1 THERMOGENESIS ANNOUNCES $3 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES RANCHO CORDOVA, CA — March 16, 2023 — ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announced that it has entered into definitive agreements for the purchase and sale of 1,071,429 shares of

March 21, 2023 EX-10.2

Form of Registration Rights Agreement.

Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2023, between ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Sec

March 21, 2023 EX-4.1

Form of Common Warrant, incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 21, 2023.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

March 21, 2023 EX-4.3

Form of Warrant Amendment Agreement, incorporated by reference to 4.3 to Form 8K filed with the SEC on March 21, 2023.

Exhibit 4.3 March 15, 2023 Holder of Warrants to Purchase Common Stock issued on October 28, 2022 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the private placement offering to be entered into on or about the date hereof (the “Offering”) by ThermoGenesis Holdings, Inc. (the “Company”) of shares of common stock, par value $0.001 per share (“Common Stock”), and other s

March 21, 2023 EX-99.2

THERMOGENESIS CLOSES $3 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES

Exhibit 99.2 THERMOGENESIS CLOSES $3 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES RANCHO CORDOVA, CA — March 20, 2023 — ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announced the closing of its previously announced purchase and sale of 1,071,429 shares of its common stock

March 21, 2023 424B3

261,858 Units (each Unit contains One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock) 64,286 Pre-funded Units (each Pre-funded Unit contains One Pre-funded Warrant to Purchase One Share of Common Stock and One Comm

Prospectus Supplement Filed Pursuant to Rule 424(b)(3) Registration No. 333-264242 261,858 Units (each Unit contains One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock) 64,286 Pre-funded Units (each Pre-funded Unit contains One Pre-funded Warrant to Purchase One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock) 326,143 Shares of

March 10, 2023 EX-3.1

Third Amendment to Amended and Restated Bylaws

EX-3.1 2 ex486587.htm EXHIBIT 3.1 Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. (this “Amendment”) is made effective as of March 6, 2023 (the “Effective Date”), and amends the Amended and Restated Bylaws, as previously amended effective December 16, 2021 and June

March 10, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K -12-31 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Em

March 10, 2023 EX-3.2

Amended and Restated Bylaws of ThermoGenesis Holdings, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on March 10, 2023

Exhibit 3.2 Effective as of March 6, 2023 AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. ARTICLE I – OFFICES SECTION 1 - REGISTERED OFFICE The registered office of ThermoGenesis Holdings, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be in the City of Dover, County of Kent, and the name of the registered agent in charge thereof shall be the Company Corpora

March 10, 2023 EX-10.2

Amendment No. 3 to First Amended and Restated Revolving Credit Agreement, dated March 6, 2023, between ThermoGenesis Holdings, Inc. and Boyalife Group, Inc., incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on March 10, 2023.

EX-10.2 5 ex486590.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Amendment No. 3 to First Amended and Restated Revolving Credit Agreement (this “Amendment No. 3”) is entered into as of March 6, 2023, by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Borrower”), and Boyali

March 10, 2023 EX-10.1

Amendment No. 2 to Second Amended and Restated Convertible Promissory Note, dated March 6, 2023, between ThermoGenesis Holdings, Inc. and Boyalife Group Inc., incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 10, 2023.

EX-10.1 4 ex486589.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE, dated as of March 6, 2023 (this “Amendment”), amends that certain Second Amended and Restated Convertible Promissory Note initially issued on April 16, 2018, and previously amended by Amendment N

March 9, 2023 SC 13D/A

US88362L2097 / THERMOGENESIS HO / Xu Xiaochun Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L209 (CUSIP Number) Xiaochun Xu PhD, MBA 2711 Citrus Rd. Rancho Cordova, CA 95742 Tel: (916) 858-5100 (Name, Address and Telephone Number of

February 27, 2023 8-K

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): February 23, 2023 THERMOGENESIS H

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): February 23, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

February 16, 2023 SC 13D/A

THMO / Thermogenesis Holdings Inc / FOLEY & LARDNER/ FA Activist Investment

SC 13D/A 1 thermogenesisxu13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L209 (CUSIP Number) Xiaochun Xu PhD, MBA 2711 Citrus Rd. Rancho Cordova, CA 95742 Tel: (916) 858-5100 (Nam

February 6, 2023 8-K

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): January 31, 2023 THERMOGENESIS HO

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): January 31, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employ

February 6, 2023 EX-10.1

Amendment No. 3 to Convertible Promissory Note, dated January 31, 2023, between ThermoGenesis Holdings, Inc. and Orbrex (USA) Co Limited, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 6, 2023.

Exhibit 10.1 AMENDMENT NO. 3 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 3 Convertible Promissory Note (this “Amendment No. 3”) by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Company”), and Orbrex (USA) Co. Limited (“Orbrex”), is entered into effective as of January 31, 2023. Capitalized terms not otherwise defined herein s

January 11, 2023 8-K

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): January 9, 2023 THERMOGENESIS HOL

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): January 9, 2023 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employe

January 11, 2023 EX-99.1

ThermoGenesis Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 ThermoGenesis Regains Compliance with Nasdaq Minimum Bid Price Requirement RANCHO CORDOVA, Calif., January 11, 2023 — ThermoGenesis Holdings, Inc. (NASDAQ: THMO) (the “Company”), a market leader in automated cell processing and point-of-care, autologous cell-based therapies, today announced it has received notice from The Nasdaq Stock Market LLC ("Nasdaq") that the Company has regaine

January 10, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

December 22, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

December 21, 2022 EX-99.1

ThermoGenesis Announces 1-for-45 Reverse Stock Split

Exhibit 99.1 ThermoGenesis Announces 1-for-45 Reverse Stock Split RANCHO CORDOVA, Calif., December 21, 2022 ? ThermoGenesis Holdings, Inc. (NASDAQ: THMO) (the ?Company?), a market leader in automated cell processing and point-of-care, autologous cell-based therapies, today announced a 1-for-45 reverse stock split of its outstanding common stock, effective at 12:01 a.m. Eastern time on December 22,

December 21, 2022 8-K

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

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 -12-31 Date of Report (Date of earliest event reported): December 21, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IR

December 21, 2022 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed December 21, 2022.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THERMOGENESIS HOLDINGS, INC. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware ThermoGenesis Holdings, Inc., (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officer,

December 20, 2022 EX-10.2

Amended 2016 Equity Incentive Plan

Exhibit 10.2 THERMOGENESIS HOLDINGS, INC. 2016 EQUITY INCENTIVE PLAN (As amended and restated; approved by stockholders on December 15, 2022) Section 1. Purpose and Effective Date (a) Purpose. The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee Directors

December 20, 2022 EX-10.1

Amendment to the Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc.

Exhibit 10.1 FIFTH AMENDMENT TO THERMOGENESIS HOLDINGS, INC. AMENDED 2016 EQUITY INCENTIVE PLAN Approved by Stockholders on December 15, 2022 THIS FIFTH AMENDMENT TO THE THERMOGENESIS HOLDINGS, INC. AMENDED 2016 EQUITY INCENTIVE PLAN (this “Amendment”) of ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), is effective as of [ ], 2022. Capitalized terms used but not otherwise def

December 20, 2022 8-K

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): December 15, 2022 THERMOGENESIS H

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): December 15, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

November 10, 2022 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the Third Quarter Ended September 30, 2022 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the Third Quarter Ended September 30, 2022 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., November 10, 2022 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today re

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 The

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

November 9, 2022 SC 13D/A

THMO / Thermogenesis Holdings Inc / Boyalife Group, Inc. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L100 (CUSIP Number) Xiaochun Xu PhD, MBA 2711 Citrus Rd. Rancho Cordova, CA 95742 Tel: (916) 858-5100 (Name, Address and Telephone Number of

November 1, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 thmo20221029defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

November 1, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

October 28, 2022 EX-99.1

THERMOGENESIS CLOSES $2.05 MILLION PUBLIC OFFERING

Exhibit 99.1 THERMOGENESIS CLOSES $2.05 MILLION PUBLIC OFFERING RANCHO CORDOVA, CA — October 28, 2022 — ThermoGenesis Holdings, Inc. (NASDAQ: THMO) (the “Company”), a market leader in automated cell processing and point-of-care, autologous cell-based therapies, today announced the closing of its previously announced public offering of 11,783,572 shares of its common stock, $0.001 par value (the “C

October 28, 2022 8-K

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): October 25, 2022 THERMOGENESIS HO

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): October 25, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer o

October 27, 2022 424B4

11,783,572 Units (each Unit contains One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock) 2,892,858 Pre-funded Units (each Pre-funded Unit contains One Pre-funded Warrant to Purchase One Share of Common Stock and On

Filed Pursuant to Rule 424(b)(4) Registration Statement File No. 333-264242 PROSPECTUS 11,783,572 Units (each Unit contains One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock) 2,892,858 Pre-funded Units (each Pre-funded Unit contains One Pre-funded Warrant to Purchase One Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock) 14,676,

October 24, 2022 CORRESP

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 October 24, 2022

THERMOGENESIS HOLDINGS, INC. 2711 Citrus Road Rancho Cordova, California 95742 October 24, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes and Laura Crotty Re: ThermoGenesis Holdings, Inc. Registration Statement on Form S-1 Filed April 12, 2022 File No. 333-264242 Ladies and G

October 17, 2022 EX-10.40

Form of Common Warrant (Incorporated by reference to Exhibit 10.40 to Amendment No. 3 to Form S-1 filed with the SEC on October 17, 2022).

Exhibit 10.40 COMMON STOCK PURCHASE WARRANT THERMOGENESIS HOLDINGS, INC. Warrant Shares: Issue Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approval Date (as defi

October 17, 2022 S-1/A

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

Table of Contents As filed with the Securities and Exchange Commission on October 14, 2022.

October 17, 2022 EX-1.2

Engagement Letter Amendment, dated October 14, 2022, between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC.

Exhibit 1.2 Execution Version October 14, 2022 STRICTLY CONFIDENTIAL ThermoGenesis Holdings, Inc. 2711 Citrus Road Rancho Cordova, California 95742 Attn: Xiaochun (Chris) Xu, Ph.D., Chief Executive Officer Dear Dr. Xu: Reference is made to that certain engagement letter (the “Engagement Letter”), dated as of March 8, 2022, by and between ThermoGenesis Holdings, Inc. (the “Company”) and H.C. Wainwr

October 17, 2022 EX-10.39

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.39 to Amendment No. 3 to Form S-1 filed with the SEC on October 17, 2022).

Exhibit 10.39 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2022, between ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

October 14, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

September 8, 2022 EX-99.1

NASDAQ ONLINE RESOURCES

Exhibit 99.1 Sent via Electronic Delivery to: [email protected] September 7, 2022 Mr. Jeffery Cauble Chief Financial Officer ThermoGenesis Holdings, Inc. 2711 Citrus Road Rancho Cordova, California Re: ThermoGenesis Holdings, Inc. (the ?Company?) Nasdaq Symbol: THMO Dear Mr. Cauble: As you are aware, on March 7, 2022, we notified you that, based on the previous 30 consecutive business days

September 8, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): September 7, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Emplo

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2022. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoGe

August 11, 2022 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the Second Quarter Ended June 30, 2022 and Provides Corporate Update Driven by Sales of the AXP, Total Revenues for the Quarter Rose 38% Compared to Prior Year Conference Call to be Held Today at

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the Second Quarter Ended June 30, 2022 and Provides Corporate Update Driven by Sales of the AXP, Total Revenues for the Quarter Rose 38% Compared to Prior Year Conference Call to be Held Today at 12:00 p.m. PT/3:00 p.m. ET RANCHO CORDOVA, Calif., August 11, 2022 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in aut

August 5, 2022 SC 13D/A

THMO / Thermogenesis Holdings Inc / Boyalife Asset Holding Ii, Inc. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L100 (CUSIP Number) Xiaochun Xu PhD, MBA 2711 Citrus Rd. Rancho Cordova, CA 95742 Tel: (916) 858-5100 (Name, Address and Telephone Number of

August 5, 2022 EX-9

Stock Purchase Agreement, dated July 28, 2022, between Boyalife Group and Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 9 to Schedule 13D filed by Reporting Persons with the SEC on August 5, 2022).

Exhibit 9 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is made as of July 28, 2022 by and between Boyalife Group Inc.

July 28, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 25, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

July 28, 2022 EX-10.1

Amendment No. 2, dated July 25, 2022, to Convertible Promissory Note, dated July 23, 2019, between ThermoGenesis Holdings, Inc. and Orbrex (USA) Co. Limited., incorporated by reference to Exhibit 10.1 to Form 8-K filed July 28, 2022

Exhibit 10.1 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 2 to Convertible Promissory Note (this ?Amendment No. 2?) by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the ?Company?), and Orbrex (USA) Co. Limited (?Orbrex?), is entered into effective as of July 25, 2022. Capitalized terms not otherwise defined herein s

July 12, 2022 SC 13D/A

THMO / Thermogenesis Holdings Inc / Boyalife Asset Holding Ii, Inc. - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) THERMOGENESIS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88362L100 (CUSIP Number) Xiaochun Xu PhD, MBA c/o Boyalife Group Ltd. 800 Jiefang Road East Wuxi City, China 214002 Tel: (+86) 15190288800 (Name,

July 6, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 30, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

July 6, 2022 EX-3.1

Second Amendment to Amended and Restated Bylaws of ThermoGenesis Holdings, Inc. dated June 30, 2022, incorporate by reference to Exhibit 3.1 to Form 8-K filed July 6, 2022.

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. (this ?Amendment?) is made effective as of June 30, 2022 (the ?Effective Date?), and amends the Amended and Restated Bylaws (the ?Bylaws?) of Thermogenesis Holdings, Inc., a Delaware corporation (the ?Company?). WHE

July 5, 2022 8-K

Other Events

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 28, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

June 23, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 21, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

June 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 12, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

May 27, 2022 S-1/A

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

Table of Contents As filed with the Securities and Exchange Commission on May 26, 2022.

May 27, 2022 EX-4.5

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.5 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended Our Certificate of Incorporation authorizes the issuance of three classes of stock as follows: up to Three Hundred Fifty Million (350,000,000) shares of common stock, $0.001 par value (?Common Stock?), up to One Hundred Million (100,000,000) shares of Class B common stock, $0.001 pa

May 20, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2022. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoG

May 19, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 19, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

May 19, 2022 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the First Quarter Ended March 31, 2022 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the First Quarter Ended March 31, 2022 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., May 19, 2022 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today reported fi

May 17, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-82900 CUSIP NUMBER: 88362L100 (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

April 29, 2022 EX-10.40

Form of Common Warrant.

Exhibit 10.40 COMMON STOCK PURCHASE WARRANT THERMOGENESIS HOLDINGS, INC. Warrant Shares: Issue Date: , 2022 Initial Exercise Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

April 29, 2022 EX-10.41

Form of Pre-Funded Warrant.

EXHIBIT 10.41 PREFUNDED COMMON STOCK PURCHASE WARRANT THERMOGENESIS HOLDINGS, INC. Warrant Shares: Issue Date:), 2022 Initial Exercise Date: , 2022 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

April 29, 2022 EX-10.39

Form of Securities Purchase Agreement.

Exhibit 10.39 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of , 2022, between ThermoGenesis Holdings, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions s

April 29, 2022 S-1/A

As filed with the Securities and Exchange Commission on April 28, 2022.

Table of Contents As filed with the Securities and Exchange Commission on April 28, 2022.

April 29, 2022 EX-1.1

Engagement Letter, dated as of March 8, 2022, between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC

Exhibit 1.1 Execution Version March 8, 2022 STRICTLY CONFIDENTIAL ThermoGenesis Holdings, Inc. 2711 Citrus Road Rancho Cordova, California 95742 Attn: Xiaochun (Chris) Xu, Ph.D., Chief Executive Officer Dear Dr. Xu: This letter agreement (this ?Agreement?) constitutes the agreement between ThermoGenesis Holdings, Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?), that Wainwright s

April 28, 2022 CORRESP

April 28, 2022

ATTORNEYS AT LAW 100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FL  33602-5810 P.O. BOX 3391 TAMPA, FL  33601-3391 813.229.2300 TEL 813.221.4210 FAX WWW.FOLEY.COM WRITER?S DIRECT LINE 813.225.4122 [email protected] EMAIL CLIENT/MATTER NUMBER 115846-0115 April 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 At

April 12, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) ThermoGenesis Holdings, Inc.

April 12, 2022 S-1

Power of Attorney (included on signature page).

Table of Contents As filed with the Securities and Exchange Commission on April 11, 2022.

April 8, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2021 -12-31FY2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

March 28, 2022 EX-99.1

ThermoGenesis Holdings Announces Year End 2021 Financial Results and Provides Corporate Update Company Signs License Agreement With Boyalife Genomics and will Form TG Biosynthesis Division to Operate as CDMO for Cell and Cell-Based Gene Therapies Lea

Exhibit 99.1 ThermoGenesis Holdings Announces Year End 2021 Financial Results and Provides Corporate Update Company Signs License Agreement With Boyalife Genomics and will Form TG Biosynthesis Division to Operate as CDMO for Cell and Cell-Based Gene Therapies Leases 35,475 SF To Be Built-Out as cGMP Compliant Facility in Sacramento Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANC

March 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 28, 2022 EX-10.1

License and Technology Access Agreement, dated March 24, 2022, between ThermoGenesis Holdings, Inc. and Boyalife Genomics Tianjin Ltd., incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 28, 2022.

Exhibit 10.1 LICENSE AND TECHNOLOGY ACCESS AGREEMENT This LICENSE AND TECHNOLOGY ACCESS AGREEMENT (this ?Agreement?), dated as of March 24, 2022 (the ?Effective Date?), is entered into by and between Boyalife Genomics Tianjin Ltd., a corporation organized and existing under the laws of People?s Republic of China and having a place of business at 3 Haitong Street, Building A, Tianjin 300457, China

March 28, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 18, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

March 28, 2022 EX-10.2

Lease Agreement, dated March 24, 2022, between ThermoGenesis Holdings, Inc. and Z3 Investment LLC, incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 28, 2022.

Exhibit 10.2 LEASE AGREEMENT BY AND BETWEEN Z3 INVESTMENT LLC AND THERMOGENESIS HOLDINGS INC. ThermoGenesis Holdings Inc. Lease 1 INDEX TO LEASE ARTICLE I. BASIC LEASE PROVISIONS ARTICLE II. PREMISES SECTION 2.1. LEASED PREMISES SECTION 2.2. ACCEPTANCE OF PREMISES SECTION 2.3. BUILDING NAME AND ADDRESS ARTICLE III. TERM SECTION 3.1. GENERAL SECTION 3.2. DELAY IN POSSESSION ARTICLE IV. RENT AND OPE

March 28, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-16375 THERMOG

March 28, 2022 EX-21.1

Subsidiaries of ThermoGenesis Holdings, Inc., incorporated by reference to Exhibit 21.1 to Form 10-K filed on March 28, 2022.

Exhibit 21.1 ThermoGenesis Holdings, Inc. List of Subsidiaries 1. ThermoGenesis Corp. Wholly-owned by ThermoGenesis Holdings, Inc. Incorporated in the state of Delaware 2. TotipotentRX Wholly-owned by ThermoGenesis Holdings, Inc. Incorporated in India 3. CARTXpress Bio Inc. Subsidiary of ThermoGenesis Corp. 80% equity interest held by ThermoGenesis Holdings, Inc. Incorporated in the state of Delaw

March 23, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 18, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

March 10, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 7, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

March 8, 2022 EX-10.1

Amendment No. 1 to Second Amended and Restated Convertible Promissory Note, dated March 4, 2022, issued by Issuer to Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 8, 2022.)

Exhibit 10.1 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE, dated as of March 4, 2022 (this ?Amendment?), amends the Second Amended and Restated Convertible Promissory Note initially issued on April 16, 2018 (as heretofore amended, the ?Note?) by ThermoGenesis Holdings, Inc., a Delaware corp

March 8, 2022 EX-10.2

Amendment No. 2 to First Amended and Restated Revolving Credit Agreement, dated March 4, 2022, between Issuer and Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on March 8, 2022.)

Exhibit 10.2 AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Amendment No. 2 to First Amended and Restated Revolving Credit Agreement (this ?Amendment No. 2?) is entered into as of March 4, 2022, by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the ?Borrower?), and Boyalife Asset Holding II, Inc., an Illino

March 8, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 4, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

February 3, 2022 424B5

$4,275,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-235509 PROSPECTUS SUPPLEMENT (To Prospectus dated January 3, 2020) $4,275,000 Common Stock We have entered into an Amendment to No. 2, dated February 3, 2022, or Amendment No. 2, to an At the Market Offering Agreement, dated December 13, 2019, as amended by that certain Amendment No. 1, dated May 19, 2020, with H.C. Wainwright

February 3, 2022 EX-1.3

Amendment No. 2 to At the Market Offering Agreement dated May 19, 2020, by and between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC, incorporated by reference to Exhibit 1.3 to Form 8-K filed February 3, 2022.

Exhibit 1.3 AMENDMENT NO. 2 TO AT THE MARKET OFFERING AGREEMENT This AMENDMENT NO. 2 (the “Amendment”) to the AT THE MARKET OFFERING AGREEMENT originally dated as of December 13, 2019 (the “Original Agreement”), by and between Thermogenesis Holdings, Inc. f/k/a Cesca Therapeutics Inc. (“Thermogenesis”) and H.C. Wainwright & Co., LLC (the “Manager”) and together with the Original Agreement (the “Ag

February 3, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 3, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employ

January 14, 2022 EX-10.2

Amended 2016 Equity Incentive Plan

EX-10.2 3 ex324115.htm EXHIBIT 10.2 Exhibit 10.2 THERMOGENESIS HOLDINGS, INC. 2016 EQUITY INCENTIVE PLAN (As amended and restated; subject to stockholder approval) Section 1. Purpose and Effective Date (a) Purpose. The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and

January 14, 2022 EX-10.1

Fourth Amendment to the Company’s Amended. 2016 Equity Incentive Plan, effective June 4, 2020.

Exhibit 10.1 FOURTH AMENDMENT TO THERMOGENESIS HOLDINGS, INC. AMENDED 2016 EQUITY INCENTIVE PLAN THIS FOURTH AMENDMENT TO THE THERMOGENESIS HOLDINGS, INC. AMENDED 2016 EQUITY INCENTIVE PLAN (this ?Amendment?) is adopted and approved by the Board of Directors of ThermoGenesis Holdings, Inc., a Delaware corporation (the ?Company?), as of June 4, 2020. Capitalized terms used but not otherwise defined

January 14, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): January 13, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer o

January 10, 2022 EX-99.1

Corporate Presentation, dated January 10, 2022, H.C. Wainwright BioConnect Conference (2022)

Exhibit 99.1

January 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 10, 2022 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer o

December 17, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): December 16, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

December 17, 2021 EX-99.1

ThermoGenesis Holdings Announces Adjournment of Annual Meeting of Stockholders

Exhibit 99.1 ThermoGenesis Holdings Announces Adjournment of Annual Meeting of Stockholders RANCHO CORDOVA, Calif., December 17, 2021 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), announced that the Company?s Annual Meeting of Stockholders (the ?Annual Meeting?) scheduled for Thursday, December 16, 2021 at 9:00 a.m. PST, was convened and adjourned without any business being conducted due to lack

December 17, 2021 EX-3.1

First Amendment to the Amended and Restated Bylaws of ThermoGenesis Holdings, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed December 17, 2021.

EX-3.1 2 ex317455.htm EXHIBIT 3.1 Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. (this “Amendment”) is made effective as of December 16, 2021 (the “Effective Date”), and amends the Amended and Restated Bylaws (the “Bylaws”) of Thermogenesis Holdings, Inc., a Delaw

December 17, 2021 8-K

Financial Statements and Exhibits, Other Events

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): December 16, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission File Number) (

November 12, 2021 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the Third Quarter Ended September 30, 2021, and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the Third Quarter Ended September 30, 2021, and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., November 12, 2021 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today r

November 12, 2021 8-K

Results of Operations and Financial Condition

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): November 12, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2021. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 The

November 5, 2021 DEFA14A

Additional Definitive Proxy Soliciting Materials

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

November 5, 2021 DEF 14A

Definitive Proxy Statement

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

September 15, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 13, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

September 15, 2021 EX-99.1

Corporate Presentation, dated September 13, 2021, H.C. Wainwright 23rd Annual Global Investment Conference

Exhibit 99.1

August 12, 2021 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the Second Quarter Ended June 30, 2021, and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the Second Quarter Ended June 30, 2021, and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., August 12, 2021 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today reporte

August 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoGe

May 13, 2021 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the First Quarter Ended March 31, 2021 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the First Quarter Ended March 31, 2021 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., May 13, 2021 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today reported fi

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2021. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoG

May 13, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

April 29, 2021 10-K/A

Annual Report - FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-16375 THERMOGENESIS HOLDI

March 26, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 25, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 17, 2021 EX-21.1

Subsidiaries of ThermoGenesis Holdings, Inc.

Exhibit 21.1 ThermoGenesis Holdings, Inc. List of Subsidiaries 1. ThermoGenesis Corp. Wholly-owned by ThermoGenesis Holdings, Inc. Incorporated in the state of Delaware 2. TotipotentRX Wholly-owned by ThermoGenesis Holdings, Inc. Incorporated in India 3. CARTXpress Bio Inc. Subsidiary of ThermoGenesis Corp. 80% equity interest held by ThermoGenesis Holdings, Inc. Incorporated in the state of Delaw

March 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 17, 2021 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 17, 2021 10-K

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-16375 THERMOGENESIS HOLDINGS, INC. (Exact na

March 17, 2021 EX-99.1

ThermoGenesis Holdings Announces 2020 Year End Financial Results and Provides Corporate Update Strengthened Balance Sheet, Ending 2020 With $7.2 Million in Cash, a 127% Increase Over the Prior Year Conference Call to be Held Today at 1:30 p.m. PT/4:3

Exhibit 99.1 ThermoGenesis Holdings Announces 2020 Year End Financial Results and Provides Corporate Update Strengthened Balance Sheet, Ending 2020 With $7.2 Million in Cash, a 127% Increase Over the Prior Year Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., March 17, 2021 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell process

December 18, 2020 8-K

Other Events - FORM 8-K

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): December 18, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

November 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): November 12, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

November 12, 2020 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the Third Quarter Ended September 30, 2020 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the Third Quarter Ended September 30, 2020 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., Nov 12, 2020 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announc

November 12, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2020. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 The

August 14, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2020. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 333-82900 ThermoGe

August 14, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): August 14, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

August 14, 2020 EX-99.1

ThermoGenesis Holdings Announces Financial Results for the Second Quarter Ended June 30, 2020 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET

Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for the Second Quarter Ended June 30, 2020 and Provides Corporate Update Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., Aug. 14, 2020 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announced

August 14, 2020 EX-10.6

Supply Agreement between BioHit Healthcare (Hefei) Co., Ltd. and ThermoGenesis Holdings, Inc. dated August 11, 2020

Exhibit 10.6 **Information contained in portions of this Exhibit has been redacted because the Company has determined that such information (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed. Information redacted from this Exhibit has been marked by the following [**]. August 11, 2020 TO WHOM IT MAY CONCERN SUBJECT; LETTER OF AUTHORI

August 14, 2020 EX-10.5

Payment Protection Program Loan and Promissory note between ThermoGenesis Holdings, Inc. and Comerica Bank dated April 21, 2020, incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on August 14, 2020.

July 17, 2020 EX-10.1

Manufacturing and Supply Amending Agreement #2, between ThermoGenesis Holdings, Inc. and CBR Systems dated as of July 13, 2020, incorporated by reference to Exhibit 10.1 to Form 8-K filed July 17, 2020.

Exhibit 10.1 **Information contained in portions of this Exhibit has been redacted because the Company has determined that such information (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed. Information redacted from this Exhibit has been marked by the following [**]. MANUFACTURING AND SUPPLY AMENDING AGREEMENT #2 This AMENDING AGRE

July 17, 2020 8-K

Financial Statements and Exhibits, Other Events

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): July 13, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

July 14, 2020 8-K

Current Report

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): July 10, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

June 9, 2020 EX-10.1

Fourth Amendment to the ThermoGenesis Holdings, Inc. 2016 Equity Incentive Plan, Effective June 4, 2020, incorporated by reference to Exhibit 10.1 to Form 8-K filed June 9, 2020.

Exhibit 10.1 FOURTH AMENDMENT TO THERMOGENESIS HOLDINGS, INC. AMENDED 2016 EQUITY INCENTIVE PLAN THIS FOURTH AMENDMENT TO THE THERMOGENESIS HOLDINGS, INC. AMENDED 2016 EQUITY INCENTIVE PLAN (this “Amendment”) is adopted and approved by the Board of Directors of ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), as of June 4, 2020. Capitalized terms used but not otherwise defined

June 9, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 4, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

June 9, 2020 EX-10.2

Form of Stock Option Agreement dated as of June 4, 2020, incorporated by reference to Exhibit 10.2 to Form 8-K filed June 9, 2020.

Exhibit 10.2 Option Number: [] THERMOGENESIS HOLDINGS, INC. Notice of Grant of Stock Options and Option Agreement [NAME] [ADDRESS] Dear Participant: Pursuant to the terms and conditions of the ThermoGenesis Holdings, Inc. 2016 Equity Incentive Plan (as amended from time to time, the “Plan”), you have been granted an [Incentive/Non-Qualified] Stock Option to purchase [] shares of common stock (the

June 9, 2020 EX-3.1

Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc. dated as of July 5, 2020, incorporated by reference to Exhibit 3.1 to Form 8-K filed June 6, 2020.

Exhibit 3.1 Amended and Restated Certificate of Incorporation of Thermogenesis HOLDINGS, INC. ThermoGenesis Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, (the “Corporation”) hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 3, 1986, under

May 28, 2020 DEFA14A

- FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 21, 2020 SC 13D

88362L100 / THERMOGENESIS HLDGS INC / YLJ Yihai Ltd - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Act of 1934 ThermoGenesis Holdings, Inc.

May 20, 2020 8-K

Financial Statements and Exhibits

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): May 19, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

May 20, 2020 EX-1.1

Amendment No.1 to At the Market Offering Agreement dated May 19, 2020, by and between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC, incorporated by reference to Exhibit 1.1 to Form 8-K filed May 20, 2020.

Exhibit 1.1 AMENDMENT NO. 1 TO AT THE MARKET OFFERING AGREEMENT This AMENDMENT NO. 1 (the “Amendment”) to the AT THE MARKET OFFERING AGREEMENT originally dated as of December 13, 2019 (the “Original Agreement”), by and between Thermogenesis Holdings, Inc. f/k/a Cesca Therapeutics Inc. (“Thermogenesis”) and H.C. Wainwright & Co., LLC (the “Manager”) and together with the Original Agreement (the “Ag

May 20, 2020 424B5

Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-235509 Prospectus Supplement (To Prospectus dated January 3, 2020) $15,000,000 Common Stock We have entered into an at-the-market offering agreement, or the Offering Agreement, dated December 13, 2019, as amended by that certain Amendment No. 1 to the Offering Agreement, dated May 19, 2020, with H.C. Wainwright & Co., LLC, or the Sales Agent or

May 15, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2020. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from to . Commission File Number: 000-16375 ThermoG

May 14, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of In

May 14, 2020 EX-99.2

Corporate presentation, dated May 14, 2020, titled “A Corporate Update in the Fight Against COVID-19”.

May 14, 2020 EX-99.1

ThermoGenesis Holdings Announces Financial Results for First Quarter Ended March 31, 2020 and Provides Corporate Update Net Revenues Increased 8%; Gross Profit Up 19%, Quarter over Quarter, U.S. Sales of COVID-19 Rapid Antibody Test Kits Started in M

EX-99.1 2 ex186790.htm EXHIBIT 99.1 Exhibit 99.1 ThermoGenesis Holdings Announces Financial Results for First Quarter Ended March 31, 2020 and Provides Corporate Update Net Revenues Increased 8%; Gross Profit Up 19%, Quarter over Quarter, U.S. Sales of COVID-19 Rapid Antibody Test Kits Started in May Conference Call to be Held Today at 1:30 p.m. PT/4:30 p.m. ET RANCHO CORDOVA, Calif., May 14, 2020

April 30, 2020 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 28, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

April 28, 2020 8-K

Financial Statements and Exhibits, Other Events

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): April 22, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

April 28, 2020 EX-10.1

Supply Agreement dated as of April 22, 2020, between ThermoGenesis Corp. and ImmuneCyte Life Sciences Inc., incorporated by reference to Exhibit 10.1 to Form 8-K filed April 28, 2020.

Exhibit 10.1 **Information contained in portions of this Exhibit have been redacted because the Company has determined that such information (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed. Information redacted from this Exhibit has been marked by the following [**]. Agreement # TG-042720-1 SUPPLY AGREEMENT This Supply Agreement (

April 24, 2020 10-K/A

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-16375 THERMOGENESIS HOLDINGS, INC. (Exact

April 24, 2020 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 21, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

April 22, 2020 DEFA14A

THMO / ThermoGenesis Holdings, Inc. DEFA14A - - FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 22, 2020 DEF 14A

THMO / ThermoGenesis Holdings, Inc. DEF 14A - - FORM DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 14, 2020 8-K

Current Report

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): April 9, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of I

April 10, 2020 PRE 14A

THMO / ThermoGenesis Holdings, Inc. PRE 14A - - FORM PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 6, 2020 SC 13G

88362L100 / THERMOGENESIS HLDGS INC / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

April 3, 2020 SC 13G

88362L100 / THERMOGENESIS HLDGS INC / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ThermoGenesis Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 88362L100 (CUSIP Number) March 25, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

March 27, 2020 EX-10.2

Engagement Agreement, dated as of March 24, 2020, between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC.

Exhibit 10.2 Execution Version March 24, 2020 STRICTLY CONFIDENTIAL ThermoGenesis Holdings, Inc. 2711 Citrus Road Rancho Cordova, California 95742 Attn: Jeff Cauble, Chief Financial Officer Dear Mr. Cauble: This letter agreement (this “Agreement”) constitutes the agreement between ThermoGenesis Holdings, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serv

March 27, 2020 EX-10.1

Form of Securities Purchase Agreement, dated as of March 25, 2020, between ThermoGenesis Holdings, Inc. and the Purchasers identified on the signature pages thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2020, between ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

March 27, 2020 424B5

1,000,002 Shares of Common Stock

Table of Contents Prospectus Supplement (To Prospectus dated December 13, 2019) Filed Pursuant to Rule 424(b)(5) Registration No.

March 27, 2020 8-K

Financial Statements and Exhibits, Other Events

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): March 25, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 27, 2020 EX-99.1

ThermoGenesis Holdings Announces $3.5 Million Registered Direct Offering Priced At-the-Market

Exhibit 99.1 ThermoGenesis Holdings Announces $3.5 Million Registered Direct Offering Priced At-the-Market RANCHO CORDOVA, Calif., March 25, 2020 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announced that it has entered into definitive agreements with several healthcare-focused institutiona

March 27, 2020 EX-99.2

THERMOGENESIS HOLDINGS ANNOUNCES CLOSING OF $3.5 MILLION REGISTERED DIRECT OFFERING PRICED AT-THE-MARKET

Exhibit 99.2 THERMOGENESIS HOLDINGS ANNOUNCES CLOSING OF $3.5 MILLION REGISTERED DIRECT OFFERING PRICED AT-THE-MARKET RANCHO CORDOVA, Calif., March 27, 2020 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announced that it closed its previously announced registered direct offering for the purch

March 24, 2020 EX-4.8

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended, incorporated by reference to Exhibit 4.8 to Form 10-K filed with the SEC on March 24, 2020.

Exhibit 4.8 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended Our Certificate of Incorporation authorizes the issuance of up to 350,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock, par value $0.001 per share. The rights and preferences of the preferred stock may be established from time to ti

March 24, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 24, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

March 24, 2020 EX-99.1

THERMOGENESIS HOLDINGS ANNOUNCES 2019 YEAR END FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Net Revenues Increased 35%; Gross Profit Up 156%, Year-over-Year Conference Call to be Held Today at 1:30 p.m. PDT/4:30 p.m. EDT

Exhibit 99.1 THERMOGENESIS HOLDINGS ANNOUNCES 2019 YEAR END FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Net Revenues Increased 35%; Gross Profit Up 156%, Year-over-Year Conference Call to be Held Today at 1:30 p.m. PDT/4:30 p.m. EDT RANCHO CORDOVA, Calif., March 24, 2020 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell a

March 24, 2020 10-K

THMO / ThermoGenesis Holdings, Inc. 10-K - Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-16375 THERMOGENESIS HOLDINGS, INC. (Exact na

March 24, 2020 EX-21.1

Subsidiaries of ThermoGenesis Holdings, Inc.

Exhibit 21.1 ThermoGenesis Holdings, Inc. List of Subsidiaries 1. ThermoGenesis Corp. Wholly-owned by ThermoGenesis Holdings, Inc. Incorporated in the state of Delaware 2. TotipotentRX Wholly-owned by ThermoGenesis Holdings, Inc. Incorporated in India 3. CARTXpress Bio Inc. Subsidiary of ThermoGenesis Corp. 80% equity interest held by ThermoGenesis Holdings, Inc. Incorporated in the state of Delaw

March 20, 2020 EX-10.1

Manufacturing and Supply Amending Agreement #1, effective as of March 16, 2020, between ThermoGenesis Corp. and CBR Systems, Inc., incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 20, 2020.

EX-10.1 2 ex178268.htm EXHIBIT 10.1 Exhibit 10.1 **Information contained in portions of this Exhibit has been redacted because the Company has determined that such information (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed. Information redacted from this Exhibit has been marked by the following [**]. Agreement TGC060217-1a MANUFA

March 20, 2020 8-K

Financial Statements and Exhibits, Other Events

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): March 16, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer of

February 19, 2020 EX-99.1

THERMOGENESIS HOLDINGS ANNOUNCES PARTIAL CONVERSION OF REVOLVING CREDIT AGREEMENT HELD BY BOYALIFE ASSET HOLDING II $3.0 Million of Outstanding Balance Converted into Common Stock

Exhibit 99.1 THERMOGENESIS HOLDINGS ANNOUNCES PARTIAL CONVERSION OF REVOLVING CREDIT AGREEMENT HELD BY BOYALIFE ASSET HOLDING II $3.0 Million of Outstanding Balance Converted into Common Stock RANCHO CORDOVA, Calif., February 19, 2020 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announced th

February 19, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 13, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

February 18, 2020 8-K

Current Report

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): February 13, 2020 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

January 6, 2020 424B5

Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-235509 PROSPECTUS $4,400,000 Common Stock We have entered into an at-the-market offering agreement, or the Offering Agreement, dated December 13, 2019, with H.C. Wainwright & Co., LLC, or the Sales Agent or Wainwright, as sales agent relating to the shares of our common stock, par value $0.001 per share, offered by this prospe

January 3, 2020 EX-10.1

Form of Stock Option Award Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 3, 2020.

Exhibit 10.1 Option Number: [ ] THERMOGENESIS HOLDINGS, INC. Notice of Grant of Director Stock Options and Option Agreement Dear Participant: Pursuant to the terms and conditions of the ThermoGenesis Holdings, Inc. 2016 Equity Incentive Plan (as amended from time to time, the “Plan”), you have been granted a Non-Qualified Stock Option to purchase [ ] shares of common stock (the “Option”) as outlin

January 3, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 31, 2019 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

January 3, 2020 EX-99.1

THERMOGENESIS HOLDINGS ANNOUNCES BOARD OF DIRECTORS AND MANAGEMENT CHANGES

EX-99.1 3 ex168540.htm EXHIBIT 99.1 Exhibit 99.1 THERMOGENESIS HOLDINGS ANNOUNCES BOARD OF DIRECTORS AND MANAGEMENT CHANGES RANCHO CORDOVA, Calif., Jan. 2, 2020 - ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, today announced that, effective December 31, 2019, Debra Donaghy, CPA, CMA, CTP, has been ap

December 31, 2019 CORRESP

THMO / ThermoGenesis Holdings, Inc. CORRESP - -

ThermoGenesis Holdings, Inc. 2711 Citrus Road Rancho Cordova, California 95742 December 31, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Irene Paik and Ada Sarmento Re: ThermoGenesis Holdings, Inc. Registration Statement on Form S-3 Filed December 13, 2019 File No. 333-235509 Ladies an

December 26, 2019 CORRESP

THMO / ThermoGenesis Holdings, Inc. CORRESP - -

ATTORNEYS AT LAW 100 North Tampa Street, Suite 2700 Tampa, FL 33602-5810 P.O. Box 3391 Tampa, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX www.foley.com WRITER’S DIRECT LINE 813.225.4122 [email protected] EMAIL CLIENT/MATTER NUMBER 115846-0109 December 26, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington

December 24, 2019 8-K

Current Report

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): December 19, 2019 THERMOGENESIS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-82900 94-3018487 (State or Other Jurisdiction (Commission (IRS Employer

December 13, 2019 EX-1.2

At the Market Offering Agreement, dated December 13, 2019, by and between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC, incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 (Registration No. 333-235509) filed on December 13, 2019.

Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT December 13, 2019 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: ThermoGenesis Holdings, Inc. f/k/a Cesca Therapeutics Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The ter

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