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 25, 2015

CESCA THERAPEUTICS INC.

 (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):

[  ] 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 25, 2015, Cesca Therapeutics Inc. (the "Company") received notice from the Listing Qualifications Department of The NASDAQ Stock Market indicating that the Company does not comply with Nasdaq Listing Rule 5250(c)(1) because the Company has not yet filed its Form 10-Q for the period ended December 31, 2014 with the Securities and Exchange Commission.

Pursuant to the notice, the Company has until April 27, 2015 to submit a plan to regain compliance with respect to the delinquent report. If Nasdaq accepts the Company's plan to regain compliance, it may grant an exception of up to 180 calendar days from the due date of the Company's Form 10-Q, or August 24, 2015.

The Company issued a press release on February 27, 2015, disclosing receipt of the notice letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release dated February 27, 2015, titled "Cesca Therapeutics Receives Notice of Non-Compliance with Nasdaq Listing Rule

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.

Cesca Therapeutics Inc.

a Delaware Corporation

Dated: February 27, 2015/s/ Dan T. Bessey

Dan T. Bessey, Chief Financial Officer

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EX-99.1 CHARTER

CESCA THERAPEUTICS RECEIVES NOTICE OF

NON-COMPLIANCE WITH NASDAQ LISTING RULE

Rancho Cordova, CA, February 27, 2015 -- Cesca Therapeutics Inc. (Nasdaq: KOOL), an autologous cell-based regenerative medicine company, announced today that the Company received a letter from Nasdaq indicating that the Company had become non-compliant with the Nasdaq Listing Rule 5250(c)(1) requiring the Company to timely file its December 31, 2014 quarterly report with the Securities and Exchange Commission.

Under Nasdaq listing rules the Company has 60 calendar days to submit a plan to regain compliance and has until August 24, 2015 to regain compliance if its plan is accepted by NASDAQ.  Failure to meet these conditions may subject the Company's common stock to delisting. The Company is currently working on its plan to regain compliance and to file its quarterly report for the quarter ended December 31, 2014.

About Cesca Therapeutics Inc.

Cesca Therapeutics Inc. (www.cescatherapeutics.com) is engaged in the research, development and commercialization of autologous cell-based therapeutics for use in regenerative medicine. The Company is a leader in the development and manufacture of automated blood and bone marrow processing systems that enable the separation, processing and preservation of cell and tissue therapy products.  These include:

· SurgWerks™; proprietary stem cell therapy point-of-care kits for the treatment of vascular and orthopedic indications that integrate the following indication specific elements:

· Cell harvesting

· Cell processing and selection

· Cell diagnostics

· Cell delivery

· CellWerks^TM; a proprietary stem cell laboratory kit for the processing of target cells used in the treatment of oncological and hematological disorders.

· The AutoXpress^® (AXP); a proprietary automated device, along with  companion sterile blood processing disposables, for the harvesting of stem cells from cord blood.

· The MarrowXpress^® (MXP); a derivative product of the AXP and its accompanying disposable bag set, for the isolation and concentration of stem cells from bone marrow. Self-powered and microprocessor-controlled, the MXP contains flow control optical sensors that volume-reduces blood from bone marrow to a user defined volume in 30 minutes while retaining over 90% of mononuclear cells (MNCs).

· The Res-Q™ 60 (Res-Q); a point-of-care system designed for the preparation of cell concentrates, including stem cells, from bone marrow aspirates and whole blood for platelet rich plasma (PRP).

· The BioArchive^® System; an automated cryogenic device, used by cord blood stem cell banks in more than 30 countries, for cryopreservation and archiving of cord blood stem cell units for transplant.

Contact:Cesca Therapeutics Inc.http://www.cescatherapeutics.comInvestor Contact: Kirin Smith, ProActive Capital Group+ 1-646-863-6519, or ir@cescatherapeutics.com

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