December 18, 2019

Jeffery Cauble
Principal Financial and Accounting Officer
ThermoGenesis Holdings, Inc.
2711 Citrus Road
Rancho Cordova, California 95742

       Re: ThermoGenesis Holdings, Inc.
           Registration Statement on Form S-3
           Filed December 13, 2019
           File No. 333-235509

Dear Mr. Cauble:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-3

General

1.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain litigation, including any
"derivative
       action." Please disclose whether this provision applies to actions
arising under the
       Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
       Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
       liability created by the Exchange Act or the rules and regulations
thereunder, and Section
       22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
       suits brought to enforce any duty or liability created by the Securities
Act or the rules and
       regulations thereunder. If the provision applies to Securities Act
claims, please also revise
       your prospectus to state that there is uncertainty as to whether a court
would enforce such
       provision and that investors cannot waive compliance with the federal
securities laws and
 Jeffery Cauble
ThermoGenesis Holdings, Inc.
December 18, 2019
Page 2
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please tell us how you will
inform investors in
      future filings that the provision does not apply to any actions arising
under the Securities
      Act or Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Irene Paik at 202-551-6553 or Ada Sarmento at
202-551-3798 with
any questions.



                                                            Sincerely,
FirstName LastNameJeffery Cauble
                                                            Division of
Corporation Finance
Comapany NameThermoGenesis Holdings, Inc.
                                                            Office of Life
Sciences
December 18, 2019 Page 2
cc:       Curt P. Creely - Foley & Lardner LLP
FirstName LastName