0000811212-13-000031.txt : 20131220 0000811212-13-000031.hdr.sgml : 20131220 20131220164552 ACCESSION NUMBER: 0000811212-13-000031 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20131220 DATE AS OF CHANGE: 20131220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMOGENESIS CORP CENTRAL INDEX KEY: 0000811212 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 943018487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-82900 FILM NUMBER: 131292072 BUSINESS ADDRESS: STREET 1: 2711 CITRUS ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 9168585100 MAIL ADDRESS: STREET 1: 2711 CITRUS ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: INSTA COOL INC OF NORTH AMERICA DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMOGENESIS CORP CENTRAL INDEX KEY: 0000811212 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 943018487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 2711 CITRUS ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 9168585100 MAIL ADDRESS: STREET 1: 2711 CITRUS ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: INSTA COOL INC OF NORTH AMERICA DATE OF NAME CHANGE: 19920703 425 1 form8-k.htm FORM 8-K VIDEO TRANSCRIPTS form8-k.htm


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 20, 2013


THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)


Delaware
 
000-16375
 
94-3018487
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

2711 Citrus Road
Rancho Cordova, California  95742
(Address and telephone number of principal executive offices) (Zip Code)

(916) 858-5100
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[x]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
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Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

99.1  
Transcript for video titled “Video 1, Overview of TotipotentRX and Cesca Therapeutics”
99.2  
Transcript for video titled “Video 2, Leveraging India’s World Class Clinical Infrastructure”
99.3  
Transcript for video titled “Video 3, Leveraging ThermoGenesis’ Cell Processing Excellence at the Patient Bedside”
99.4  
CEO Introduction Letter
99.5  
Legal Disclaimer


 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


   
THERMOGENESIS CORP.,
 
   
a Delaware Corporation
 
       
       
 
Dated:  December 20, 2013
/s/ Dan T. Bessey
 
   
Dan T. Bessey
 
   
Chief Financial Officer
 
       


 
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Exhibit Index

Item                      Description
99.1  
Transcript for video titled “Video 1, Overview of TotipotentRX and Cesca Therapeutics”
99.2  
Transcript for video titled “Video 2, Leveraging India’s World Class Clinical Infrastructure”
99.3  
Transcript for video titled “Video 3, Leveraging ThermoGenesis’ Cell Processing Excellence at the Patient Bedside”
99.4  
CEO Introduction Letter
99.5  
Legal Disclaimer

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EX-99.1 2 ex991.htm TRANSCRIPT: VIDEO 1, OVERVIEW OF TOTIPOTENTRX AND CESCA THERAPEUTICS ex991.htm

Exhibit 99.1

ThermoGenesis Corp.

Video 1, Overview of TotipotentRX and Cesca Therapeutics

December 20, 2013

Matthew Plavan:
Hello everyone and welcome.  I’m Matt Plavan, the CEO of ThermoGenesis and I’m here today with Ken Harris, the CEO of TotipotentRX.  We are pleased to be with you today and to take this opportunity to talk about the proposed merger between our two companies which will create a new company called Cesca Therapeutics.

This is the first in a series of short videos designed to help educate our investors, our customers and patients as to the benefits of this proposed merger.

Before we get started, I’d like to point out that we have filed a merger proxy on the Form S-4 with the Securities and Exchange Commission in early November of 2013.  This proxy provides a sense of information regarding this merger including a background on the merger and reasons we believe this merger is in the best interest of our shareholders for each of our companies.

Okay, so let me start by dialing back the lens a little bit, and as I’m sure you’re aware, there are a number of factors coalescing today that threaten the viability of our healthcare system.  Among them are an aging population, an increasing prevalence in chronic conditions that cannot be cured by drug and other therapies, and a rapidly, seemingly endless rise in the cost of care.  There is good news, however, and that is that we have discovered how to harness the body’s ability to heal itself through regenerative medicine.  As you know, regenerative medicine is the practice of deriving and concentrating stem and other regenerative cells from various tissue sources, including cord blood, bone marrow and adipose tissue—or what was fat—to treat diseased or damaged tissue.  And because regen med has proven safe and is curative in nature, many believe, as do we, it is the antidote for major conditions that are threatening the healthcare system.  In fact, the potential savings in direct costs of chronic care from regenerative medicine therapies is estimated at $250 billion per year, just in the US alone, and the market for the therapies themselves is projected to be over $6 million in 2020.  We’re off to a good start with over a billion dollars invested in this space this past year, and over a billion dollars in revenues generated from therapies in the past year.

Now, as with every emerging market, there are specific stages of development.  With regard to the regenerative medicine therapies, we’ve proven that they can be used safely and effectively to treat a number of critical and chronic conditions.  Perhaps what is most important to understand about regenerative medicine is that it’s transformative in every way, but perhaps most importantly, it’s transformative in how it’s delivered to the patient.  We’re talking about treating patients with live cells, not inert compounds traditional to the pharmaceutical model; thus we have discovered, as a society, the potential solution to most of our healthcare challenges by harnessing the power of the human body, but our healthcare delivery system is not currently equipped to handle and deliver a live product.

It is against the backdrop of these macro market conditions we believe our merger is so compelling.  We’re combining ThermoGenesis’ market-leading experience in engineering the automation of live cell processing with Totipotent’s broad proprietary cell formulation experience.  Together, we can efficiently develop safe and effective cell therapies that are seamlessly integrated in the existing healthcare system in a single 60- to 90-minute procedure at the patient’s bedside.

We believe Totipotent is the ideal partner for us to best unlock the potential of our systems and capabilities for the regenerative medicine market.  Through their exclusive partnership with the Fortis Hospital Network, Toti has successfully completed eight pilot or Phase I stem cell trials in humans.  This constitutes a portfolio of proprietary clinical treatment protocols that we believe is unmatched and will leapfrog the combined company into position to expedite its US clinical trial activities in key large target markets including cardiac and other vascular indications.  Furthermore and equally important, having a cord blood bank facility of their own, Totipotent has extensive first-hand experience in cell processing and storage of cord blood stem cells which remains a critical and important part of our current and future business.  Their experience has and will continue to bring a new dimension of innovation to our cord blood customers.

In short, we believe this merger positions the combined company squarely to target the emerging multi-billion dollar regenerative medicine market.

Ken, I’d like to start this discussion with you giving us a little of background on yourself and on Totipotent.

Kenneth Harris:
Okay.  Professionally I am trained as a molecular biologist and I completed graduate school at Indiana University and then moved on, entering a sales and marketing career and then later on being the Global President of the Pall BioSciences for their medical devices, healthcare and cell therapy-based business.  Out of that, I developed a strong relationship and a longtime relationship with ThermoGenesis, because of Pall; we manufactured their products and so it really goes back to almost the year 2000 when that relationship started to be formed.

 
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Through the Pall opportunity, I had—I started to learn a lot about cell therapy and that was a new marketplace for me, and really started to—wanting to pursue cell therapy as a separate company.  So in 2007, I formed TotipotentRX and, in 2008, went to India, and the reason for going to India was our desire was to produce novel therapeutic devices for the regenerative medicine market, realizing that that was quite different than traditional medical device space.  Over time that evolved into being more clinically oriented because physicians didn’t really know how to use devices we were just providing to them in a box.  They needed protocols and guarantee of performance and things like that, so we developed a relationship with Fortis Healthcare in needing both the channel for the products we were selling, as well as needing the clinical expertise to help us further optimize the methodologies.

Since then, in 2010, we signed an exclusive arrangement with Fortis Healthcare.  We have an exclusive collaboration with them globally, and out of that we were able to go back to the market and raise additional capital funding and brought in an investment base of very senior executives from Deutsche Bank in Germany and were able to get through our next round of company expansion, which brought us, actually, to developing all of our clinical therapeutics.

Matthew Plavan:
Yes, the Fortis relationship is going to be very important to Cesca, so can you give us a little better insight as to that partnership and how you see it benefiting Cesca?

Kenneth Harris:
The relationship really developed, as I mentioned, in first meeting a pathway to market.  Fortis is the largest private healthcare provider in Asia and one of the largest private healthcare providers worldwide.  Today, they have over 72 hospitals; they admit over 10,000 patients per day in their network and they see over 15,000 patients per day in their outpatient department, so we have a reach into the patient base that just isn’t available to us through any other avenue.  So from that standpoint, our potential for enrolling patients and just seeing more patients with a disease indication improves significantly.

The second area why Fortis has been helpful for us is we don’t have obviously the capability to practice medicine.  We’re an engineering and scientific research group, so Fortis’ tertiary care capability—they’re internationally accredited—they have globally recognized scholastic and academic clinicians that lead their department heads.  They’re capability of just practicing world-class medicine is unmatched, and I would say is on par with any institution in the US.

They’re funded; their funding is very significant.  The proprietors and the founders of Fortis were the proprietors and founders of Ranbaxy Pharmaceuticals.  When they sold that to the Japanese they invested all that into—with their vision of being the largest healthcare provider worldwide, and they’re well on their way to being that today.

From a Cesca perspective, what working with Fortis allows us to do, one, we can do our clinical trials much more cost-effectively.  They’re our partner and their expertise in clinical trials is also unmatched.  Presently, this year alone, they have 176 international clinical trials underway in the Fortis network and we can leverage that expertise and the in-house capability to help us just get through the regulatory pathways and execute our trials at an international standard much faster than we could do as a small company.

Matthew Plavan:
Let’s talk a little bit about the accomplishments that Toti has made through that channel.  Toti has 10 clinical protocols, eight clinical studies in humans and you have near-term plans for advancing several disease indications into the next phase studies.  What do you see as the main advantages of the Toti approach?

Kenneth Harris:
First of all, we’re most excited our orthopaedic and cardiovascular therapeutics.  It’s been an area—we stated the company focusing in neurological, cardiovascular and orthopaedics.  I think the neurological space is quite challenging; we only have so much bandwidth.  But since collaborating with Fortis and starting this process in 2010, we have taken eight methods and therapeutics through early pilot or Phase I trials.  So we’ve treated over 600 patients; I think it’s one of the largest patient pools that have been treated with advanced therapeutics globally in a development stage, and of those are in the process of completing the eight indications that you mentioned.  And the cardiovasculary, or one we have for myocardial infarction, we’ve already completed a pilot trial of one, which was a proof of principle, and then we have completed safety and efficacy in our critical limb ischemia trial.

As far as for Cesca, we would—our plan calls for pursuing four of those trials through to full commercialization, and we may out-license or sell off some of the other work that’s been developed to date.

Matthew Plavan:
And how do you envision our two relatively small companies being successful in what many consider to be a challenging technical space?

Kenneth Harris:
I think small is not necessarily a disadvantage and I would also challenge the fact that we are not small in capability.  We have over 100 professional employees, the combined company, that are knowledgeable and skilled in the area of regenerative medicine and combining the two companies brings all the engineering and all the clinical and scientific expertise that would really parallel any of our competitors in large pharma on an individual project.  I think combining the two companies together, ThermoGenesis engineering capability, in my opinion, is unmatched.

 
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Matthew Plavan:
Mm-hmm.

Kenneth Harris:
And has significant contribution to the joint company, and I would say our scientific and clinical development program, with Fortis, is also unmatched in the space.

Matthew Plavan:
Mm-hmm.  One of the things I get asked is, “okay, this sounds great and exciting, but how are you going to fund this?”  And what we have disclosed in response to that question to date is that we expect to need $15 to $20 million in growth capital to execute on the four indications that you just mentioned and in terms of source of that capital, I think the capital markets are very active with regard to regenerative medicine and companies like what Cesca aims to be, and that we think that presents a great opportunity for investors in the capital market.  We also know that there are partners that we’re working with today and potential partners that we are interested in, in engaging that may have an interest in collaborating through strategic alliances that could provide strategic financing and funding for these clinical developments.  So we think we’ve got access to capital, the growth capital, from a number of potential sources, but I think what’s also interesting to understand is that when you look at 15 to 20 million to advance for clinical indications through to major milestones, that doesn’t seem like a lot in the context of traditional pharmaceutical investments and capital requirements, and there’s a reason for that.  Can you speak to that?

Kenneth Harris:
Right.  So I think first and foremost, we are all challenged in regenerative medicine, whether you’re a shareholder or a regulatory agency or even a development scientist, in needing to take off our old pharmaceutical hat and shift paradigms that cell therapy, and I think even as Europe calls them, advanced therapies, and they put gene and cell therapy together, and the USFDA has formed a division called Gene and Cell Therapy as well.

We need to forget how we did things in the past because a small, stable molecule given in a pill and our need to understand that, how it distributes to the body, how it’s absorbed, et cetera, et cetera, is quite different than injecting, in our case, the patient’s own cell, an autologous cell, back into their body to harness the natural body’s healing ability.  And so just the way we design those studies are very different.  We have biological complexities that we don’t need to pursue tens of thousands of patients in pivotal trials, and we can’t pursue them; the data would be fairly meaningless to us.  So I think to date there have been no Phase III trials or pivotal trials, meaning the trials that tell you right before you go to the regulatory agency for approval, that have exceeded 800 to 1,000 patients, and we’ve looked at all of our variables and done a biostatistics on it and I don’t anticipate any of our trials needing more than 400 to 800 patients in that pivotal pre-marketing approval.

Matthew Plavan:
And there are advantages to having the relationship, as you spoke earlier about, with Fortis to accelerate that process even further than if we were just trying to do this in the US markets, for example.  Can you talk just a minute about that?

Kenneth Harris:
First of all to date, we have completed or are completing the eight pilot or Phase I trials, so that work is coming to completion.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
And that’s been in collaboration with Fortis and we’ve had a significant amount of cost savings, and that’s roughly about one-fifth of the cost it would be to run similar trials in the US and Europe, but secondly going forward, Fortis offers us the most advanced imaging equipment with the most advanced clinical trial team that we can find in the market.  At one-fifth of the cost savings, that parlays to us, if you say that a traditional drug for going through each phase of trials costs X amount, you can just do the math and figure out that we’re going to be significantly below that, and that’s the power of the partnership.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
And in addition, I think you’ve alluded to other partnerships that are interesting and we understand we don’t have expertise in every area and we are seeking partnerships and have other partnerships in very late stage development that will contribute to our success of bringing the therapeutics to market.

Matthew Plavan:
I think that a great segue, really, to close out this first session and set us up for the second session, and that is to go a little bit deeper into trials in India.

Kenneth Harris:
Mm-hmm.

Matthew Plavan:
Clinical trials and there’s a lot of questions about that.  You know, when you do work in India, clinically speaking, is it acceptable to the FDA?

Kenneth Harris:
Right.

Matthew Plavan:
Is it the same as doing it in the US and so on?  So I’d like to thank you for your time today and I’d like to thank you all for joining us and we look forward to having a second session and a third session, but the next one we want to take you through is a little more detail on doing clinical trials in India and being able to use that data that’s generated in the US.

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EX-99.2 3 ex992.htm TRANSCRIPT: VIDEO 2, LEVERAGING INDIA?S WORLD CLASS CLINICAL INFRASTRUCTURE ex992.htm

Exhibit 99.2

ThermoGenesis Corp.

Video 2, Leveraging India’s World Class Clinical Infrastructure

December 20, 2013


Matthew Plavan:
Hello everyone and welcome back.  I’m Matt Plavan, the CEO of ThermoGenesis and with me again here today is Ken Harris, the CEO of TotipotentRX, and this is the second installment in a series of videos we plan to do to delve further into the Cesca Therapeutics merger.

As we left you last time, we took you through some reasons for the merger, educated you a little more about TotipotentRX, and lastly, doing clinical trials in India and that’s where we wanted to leave off in order to set up this second session where we can talk in a little more detail about doing trials in India.

Ken, generally speaking, the concerns that people will express, or questions that they’ll ask about doing clinical trials in India, is centered around, number one, quality of those trials, and number two, the applicability of those trials done in India being moved into the US and the question really is does the FDA accept that data as equally as they would having a trial done in the US?  And there are trials, a number of trials that Toti has completed already in India, so it’s important to understand that with regard to those trials that we want to leverage here, and then there are trials that we want to do in the future in India and so it’s important, I think, for us to talk a little bit about that with our audience.

Kenneth Harris:
Right.

Matthew Plavan:
So can you respond to that?

Kenneth Harris:
Right.  So I think first and foremost probably around that we have a couple of issues dealing with how trials have been in India and how they may be in the future.  So let me start with what we’ve done and the acceptance of trials from non-US organizations.  First off all, the USFDA has a guidance document and a standard for conducting non-US based clinical trials and so straightaway I will answer that yes, foreign trials in any country are theoretically acceptable and the US has prescribed a method for you to follow to submit that data back to them for it to be used, or useful.

So, specific to India and India’s capability, India is in the top five regions or geographies in the world for clinical trial work.  That market, that business was expected prior to the recent changes in legislation to exceed over $2 billion in revenue and what that means, and most large pharmaceutical companies are running different phases of clinical trials on the Indian subcontinent, and that’s for two reasons: one, it’s significantly lower cost, and two—actually, I’ll say there are three reasons—the second one being the medical infrastructure in the world-class centres there is on par with what we have in the US, Europe and, you know, the first world.  From a medical standpoint, India really has sort of two parallel tracks.  You have the world-class medicine and you have the emerging market medicine.  We focus in a part of the world-class medicine: Fortis Healthcare, Apollo, Max.  These are our centers that, you know, are on track and are equivalent to any medical center we would have in the US, and as a matter of fact, they share faculty.  Faculties move back and forth.  Indian doctors and scientists come over here and may spend a decade or more practicing medicine in the US and return back to India.  So I think from a quality standpoint, when you’re in the international track, they are on par and the FDA accepts them.

The second point is it’s become such a large outlet or destination for clinical trial, the FDA has set up an enforcement branch in New Delhi where they are there to help and also to oversee the trials for the data that’s coming back into the US.

And I think the third point that I wanted to make is really not only about the clinicians and them moving on to the facilities.  For example, we’re part of the Fortis Healthcare network and the infrastructure and the imaging capability and the diagnostics capabilities are state-of-the-art and world-class.  I think that Price Waterhouse and KPMG talk about $1 trillion in investment will go in to India over the next decade in healthcare expansion and that really—I mean they’re not buying used technology; this is state-of-the-art equipment going in and facilities being built.  We’re part of Fortis Memorial Research Institute which is a large, brand new $350 million research hospital in New Delhi and as a matter of fact, we have one of the best imaging, MRI imaging systems.  There are only like five of them available in the world.  Cedars Sinai here in California has one and we have one in New Delhi, so the quality is there.

The next question is, okay, so if they’re acceptable and you can bring them back in the US, at what point do you need to come back to the US or go into Europe?  So our approach is typically to do pilot trials and Phase I trials as low-cost as we can do that at the highest quality we can do it, and India is servicing us well there.  By the time we move on to the dosing or the Phase II studies and the pivotal studies or Phase III, those need, by statute, to come back into the geography with which you plan to market the product.


 
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Matthew Plavan:
Mm-hmm.

Kenneth Harris:
So if we intend to market in Germany, UK, US, Australia and India, our Phase II and Phase III trials will need a portion of the patients to come from each of those geographies, and that’s for genetic diversity, physician capability, et cetera.  So regardless, we do have to bring them back and bring them home at some point.

Matthew Plavan:
Mm-hmm.  And you talked a little bit about the cross--pollination between clinicians, in this example, between India and here, and there’s a lot of work that goes into a collaborating prior to beginning those trials, the pilots and the Phase I in India with regard to the design and such.  Can you talk a little bit about that effort as it relates to the trials that have been done to date and the collaboration between the universities and the hospitals here and those in New Delhi?

Kenneth Harris:
Correct.  So I’ll just speak, for example, on our critical limb ischemia and our cardiac studies, the study designs are doing here in the US and basically to do a proper clinical trial, you need to have the scientific and preclinical background; you need to have a primary investigator or a lead clinician who takes responsibility for the clinical aspects of the study, and then you need to have a data safety monitoring board that oversees it, and then you need to have interpreters of the data that are blinded and a non-interested party to the study.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
So we have all of those principals.  So we use—our primary investigator is Indian-based in a Fortis network because that’s, by statute, you need to have the primary investigator where you run the study so they can oversee it.  Our data safety monitoring board is built out of collaborators we have with Cedars Sinai Medical Center here in California and our blinded assessors of the data are a conglomerate of people from Cedars Sinai, University of British Columbia, Baptist Memorial, Florida and MIT, and we’ve combined those people because imaging the vascular system is really a new science and we’ve brought together the best and leading academic clinicians that have written most of the algorithms for doing that and they sit on our blinded panel and they interpret our results and they are, as part of their agreement with us, even prepared to represent those results, good or bad, to the FDA as being the data that they are.

Matthew Plavan:
Mm-hmm.  You touched on something previously I’d like to drill into just a little bit more, kind of the last question for this session is there are eight pilot and Phase I trials that have been completed in India through the Fortis network.  Some of those we’ll be leveraging in Cesca, or we plan to.

Kenneth Harris:
Right.

Matthew Plavan:
And, you know, we will also being doing more work in India before coming back to the US.  Can you just recap when you look at a trial and how much work needs to be done where, can you give us a sense for how much is actually done in India versus in the US?

Kenneth Harris:
Right.  So, it depends upon the phase of the trial.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
So starting at the very beginning before completing Phase I, we will do all the trial design.  The trial protocol development will be done here in the US and is done with our US collaborators.  That trial design then has to be vetted through an approval network and that approval network needs to go back both locally to the hospital that it’s going to be run in and at a regulatory standpoint through whatever regulatory authority that needs to approve the protocol and agree for the trial to be run.  And then the last component is interpretation of the blinded data, and we bring that back into the US to be done.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
I think there are—India is not evolving their regulatory landscape and the reason for that is India wants to stop companies from doing clinical trials in the country with no intention of marketing the product in that region.  So going forward, we’re anticipating—and the new guidance documents are already out and we’re expecting those to be sanctioned public on the 18th of this month, of December.  Once they’re done, all clinical trials that are authorized in the country, you will need to have a marketing plan for launching the product in India, and that’s perfectly acceptable to us because our main indications fit that population very well and will serve as one of our largest markets going forward.

Matthew Plavan:
Mm-hmm.  So as we look at say AMI, acute myocardial infarction and that trial, the total number of patients you would expect to see go through that trial and what percentage would be in the trial in India versus the US?


 
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Kenneth Harris:
Okay, so we have planned—as I mentioned, we have done a pilot trial I where it was a proof of principle.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
And so we designed our disposable system, our pharmaceutical in a box, the right biological mixture and one of our marketing advantages is getting that done in 60 minutes or less in a single procedure in the heart cath lab.  So we proved that in a single patient and followed that patient for 24 months and saw very interesting and positive results.  It’s a patient of one but very promising results.  Now we already have approval to go to a double-blinded randomized, placebo-controlled trial for cardiac of 30 patients.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
That will be done in India, and the cost of doing that in the US would be somewhere in the range of about $60,000 to $100,000 per patient; we’re able to complete that—and we know that because we’ve already done it—we’re able to complete that in the range of about $15,000 per patient or lower.

Matthew Plavan:
Mm-hmm.

Kenneth Harris:
So once that trial is completed, we would bring that back to the USFDA and submit that for permission to begin a Phase II or Phase III pivotal study in the US, and the timing between completing the study in India and applying back to the USFDA would be somewhere between six to nine months.

Matthew Plavan:
So it’s a relatively—compared to pharmaceutical trials, relatively small number of patients; the majority of them, when you look at the total numbers, are going to be US-based clinical trial patients, having started the process at a much lower cost in India.

Kenneth Harris:
Yes, I would anticipate that, for example, just walking through cardiac as an example again, 30 patients would be in India.  Phase II we have our target markets, certain countries in Europe, US and India being our initial commercialization targets.  So we will need to have a statistically relevant number of Phase II and Phase III patients from each of those geographies by statute and that’s acceptable to each regulatory agency.  And I would never anticipate a Phase II study exceeding a total patient number of 60 to 100 patients and we don’t anticipate a Phase III study exceeding 400 to 800 patients, depending upon how each of those regulatory agencies wants the number of subjects in their jurisdiction to be done.

Matthew Plavan:
Right.

Kenneth Harris:
But to date, none of our competitors have exceeded 800 in their Phase IIIs.

Matthew Plavan:
Very helpful.  Thank you very much.

That brings to a close this session.  We thank you very much for joining us and we look forward to number three.


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EX-99.3 4 ex993.htm TRANSCRIPT: VIDEO 3, LEVERAGING THERMOGENESIS? CELL PROCESSING EXCELLENCE AT THE PATIENT BEDSIDE ex993.htm

Exhibit 99.3

ThermoGenesis Corp.

Video 3, Leveraging ThermoGenesis’ Cell Processing Excellence at the Patient Bedside

December 20, 2013

Matthew Plavan:
Hello everyone and welcome.  I’m Matt Plavan, the CEO of ThermoGenesis and I’m here today is Mitch Sivilotti, Director and Biologist with TotipotentRX and this is the third installment of our Cesca Therapeutics videos.  In this segment, we wanted to talk a little bit about the ThermoGenesis Smart Technologies and the importance of those technologies to the Cesca Therapeutics clinical trials and our regenerative medicine therapies.

As we discussed in the previous videos with Ken Harris, the CEO of TotipotentRX, the importance of having cell processing capabilities that are flexible and smart and intelligent in terms of being able to deliver different cell compositions and formulations for different types of therapies, equally important is once that cell formulation is locked in that it is consistently applied throughout all of the therapies as you scale up your therapeutic business, and that’s where the importance of the ThermoGenesis products play in the Cesca Therapeutics business model.  So we’re here today with Mitch who is probably the best person to talk specifically about how important that is and how we use these technologies at what we call the point of care, and the point of care is simply a way of saying the surgical suite or wherever this therapy that we’re developing and bringing to market is going to be provided to the patient, and he does this day in and day out with his team using our technology, so I wanted to give him an opportunity to share with you how that technology is used and why the ThermoGenesis technology and its intelligence is so vital to being able to do this successfully.  So, welcome Mitch.  I want to turn it over to you and I guess if you could just start with when we say point of care, what we mean, and how do you use our technologies to provide cell therapies?

Mitch Sivilotti:
Well, to give a background on the POC model, basically everything that we do happens inside of the OT or the cath lab at the hospital.  So instead of a typical process that might take place inside of a GMP lab, we take those processes and mobilize them for use in the surgical suite right next to that patient bedside.  In doing so, we need products that can enter that surgical suite, either being mobile, being very light and small, and also being very versatile as you mentioned, so that we can produce a cell type or a cell quantity that can be used in formulation with our treatments for those patients.  But what’s most important to us is the cell health.  When we look at those cells after they’ve been processed, we need to know and be assured every time that they’re going to be capable of delivering a therapeutic to this patient.  One of the things we’ve done with the AXP system is put that through a rigorous post-processing quality control test, and through that testing we’ve realized that even though the system itself is rapid and produces a very high purity result for us for use in the therapeutic, it’s also very gentle on the cells.  So those cells come out as if they were fresh and ready just out of the patient for reinfusion without any damage or any signals that might lead to a necrotic event or an apoptotic event where the cell itself would die after transplant.

You know, the next part of the process is the versatility.  Basically, when we’re creating a number of protocols and processing cells for treatment of these patients, we need to be able to work not only in the cath lab for a cardiac treatment but also in orthopaedic and in other endpoints, potentially neurological.  In that process, we actually produce various products with the same system but the system itself can be modified on a software basis through the firmware and the software itself in the system to produce different cell types through different specifications, and once those are created, those protocols within the system, they can be reproduced time and time again for a very specific trial or study we’re running.

The next part of that process is really time.  Every minute that we spend processing that product inside of a cath lab or inside of the OT is very costly.  In order to reduce that, the AXP platform actually can be modified in order to bring down the time that we take, still producing the same quality and level of safety of that therapeutic product.  In doing so, we haven’t been able to bring that down to under a half an hour for our self-preparation protocols which saves not only in the costs of processing to us but it also saves all that downstream to the patient whose receiving the treatment.  We—that’s a vital part of our model in going forward and we find that to be critical to healthcare concerns for the market where they want to reduce the cost of healthcare.

Matthew Plavan:
So, you’re using our system for a number of different indications and depending on the indication, the type of cells you need and the quantity of cells you want is different.  So can you talk a little bit about the AXP and its ability to provide that for our therapies on a consistent basis?

Mitch Sivilotti:
The beauty of the collaboration between TotiPotent and ThermoGenesis is that we’ve been able to connect our scientists directly with the engineering team here in order to exchange our cellular data with the engineering team to incorporate that into the software and for more programs in the AutoXpress platform.  What that does is it creates a completely repeatable program each time you run the AXP platform to produce a cellular product.  So clearly, on a routine basis you can depend on the software and hardware producing the same thing each time every time.  That’s something we don’t see in other products on the market.

Matthew Plavan:
So Mitch, what I get excited about when we talk about this is, you know, together we’re able to take a technology that ThermoGenesis originally designed for processing cord blood stem cells in a laboratory and we have effectively, through your experience as an organization and our as well, we’ve taken that platform and we’ve been able to repurpose it in addition to what it was designed for to regenerative medicine markets that are exciting, growing and potentially very large, and because, as you’ve just laid out, the system is rigorous, it is flexible.  It can be modified to suit different indications.  It is proven and from your own experience having been in this for five years, it is the best at doing what it does in the regenerative medicine space in terms of all the technology that’s out there.  So, I like that this discussion has kind of highlighted how these two organizations coming together are able to create incremental value that we think will translate to value as a combined company for our shareholders, and so that’s one of the things I wanted to accomplish in this session so I appreciate you being here.

We thank you very much again for joining us and we look forward to our next installment coming soon.  Thank you.

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EX-99.4 5 ex994.htm CEO INTRO LETTER TO VIDEOS ex994.htm

Exhibit 99.4

Dear Current and Prospective Investors:


Welcome, and thank you for visiting our video center. We are pleased to share with you a number of brief educational videos covering our proposed merger between ThermoGenesis Corp. and TotipotentRX to form Cecsa Therapeutics.

We designed these videos to provide responses to the most commonly asked questions from our investors regarding TotipotentRX, the proposed merger, and our vision of Cesca Therapeutics.

In the first video, Ken Harris, the CEO of TotipotentRX and I discuss five key topics:
·  
The Formation and Vision of TotipotentRX
·  
Partnership with Fortis Healthcare
·  
Clinical Trial Results  
·  
Cesca Therapeutics Advantages
·  
Cesca Therapeutics Growth Funding Requirements & Sources

In the second video, Ken and I discuss the Indian clinical trial market, including these three topics:
·  
Quality and US FDA Acceptance of Indian Clinical Trials  
·  
TotiRX Indian Clinical Trial Design & Protocol Development; US Partners & Collaborators
·  
Cesca Therapeutics Clinical Development Cost Advantages

Lastly, in the third video, Mitch Sivilotti, Director and Biologist of TotipotentRX and I discuss the advantages of the ThermoGenesis cell processing platforms in regenerative medicine focusing on the following three topic areas:
·  
Intelligent Cell Processing at the Patient Bedside
·  
Consistent, High Quality Cell Yields
·  
Commercially Scalable; Economically Delivered

We hope you find these videos to be informative and useful as you prepare to cast your merger vote or are considering a possible investment in our company.
Thank you for your time and consideration.

Sincerely,

/s/ Matthew Plavan
Matthew Plavan
Chief Executive Officer
ThermoGenesis, Corp

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EX-99.5 6 ex995.htm LEGAL DISCLAIMERS ex995.htm

Exhibit 99.5
 
Filed by: ThermoGenesis Corp.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: ThermoGenesis Corp.
Commission File No.: 333-192210
 
Non-Solicitation
 
This video and the information contained herein shall not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, nor shall there be any sale, purchase or exchange of securities in any jurisdiction in which such offer, solicitation, sale, purchase or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 
Additional Information
 
In connection with the merger, ThermoGenesis has file a registration statement (including a prospectus) on Form S-4 (File No. 333-19210) with the Securities and Exchange Commission.  Holders of ThermoGenesis Common Stock and TotipotentRx Corporation common stock are urged to read the proxy statement/prospectus/consent solicitation and any other relevant documents because it contains important information about ThermoGenesis, TotipotentRx and the merger.  A proxy statement will be sent to holders of our Common Stock and a proxy statement/prospectus/consent solicitation will be sent to holders of TotipotentRx Corporation common stock.  The proxy statement/prospectus/consent solicitation and other documents relating to the proposed merger can be obtained free of charge from the SEC’s website at www.sec.gov.  These documents can also be obtained free of charge from ThermoGenesis upon written request to ThermoGenesis, Investor Relations, 2711 Citrus Road Rancho Cordova, CA 95742.  ThermoGenesis and its directors and executive officers may be deemed to be participants in ThermoGenesis’ solicitation of proxies from its shareholders in connection with the proposed merger.  Information regarding the participants and their security holdings can be found in ThermoGenesis’ proxy statement/prospectus/consent solicitation and Form 10-K for the year ended June 30, 2013, as amended, which are available from the SEC.
 
Forward Looking Statement
 
This video contains forward-looking statements. Such forward-looking statements include but are not limited to that the proposed merger will be consummated and that the resulting company will be able to become a fully integrated regenerate medicine company, to provide practical, commercializable cell therapies, to rapidly and cost-efficiently develop new clinical trial, to be positioned to commercialize in both developed and emerging markets and to create higher shareholder value.  These statements involve risks and uncertainties that could cause actual outcomes to differ materially from those contemplated by the forward-looking statements. Several factors including the timing of proposed merger, the efficiency of integrating two companies, timing of FDA and foreign regulatory approvals as to products, changes in customer forecasts, our ability to meet customers’ purchase order and quality requirements, supply shortages, production delays, changes in the markets for customers’ products, introduction timing and acceptance of our new products scheduled for fiscal year 2014, and introduction of competitive products and other factors beyond our control could result in a materially different revenue outcome and/or in our failure to achieve the revenue levels we expect for fiscal 2014.  A more complete description of these and other risks that could cause actual events to differ from the outcomes predicted by our forward-looking statements is set forth under the caption “Risk Factors” in our proxy statement/prospectus/consent solicitation and other reports we file with the SEC from time to time, and you should consider each of those factors when evaluating the forward-looking statements.
 

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