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):  May 1, 2015

CESCA THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware	333-829005	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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Section 1 – Registrant's Business and Operations

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)On May 1, 2015 Mr. Dan T. Bessey tendered his resignation as Chief Financial Officer of Cesca Therapeutics Inc. ("Company") effective May 9, 2015, which resignation was accepted by the Board of Directors. Mr. Bessey will not be entitled to compensation under his Executive Employment Agreement or his Supplement Agreement to the Executive Employment Agreement.

(c)Effective May 9, 2015, Mr. Michael Bruch has been appointed the Company's Interim Chief Financial Officer.  Mr. Bruch, age 50, has served as Controller since joining the Company in 2003 and has had responsibility for the Accounting and Internal Control functions.  Mr. Bruch has over 25 years of accounting experience in various financial and managerial roles for General Electric and Dade MicroScan (now Siemens Healthcare). Mr. Bruch is a Certified Public Accountant and graduated with honors from California State University, Sacramento with a Bachelors of Science degree in business administration.

The Company has granted Mr. Bruch 60,000 shares of restricted stock in connection with his capacity as Interim Chief Financial Officer, of which 30,000 shares will vest upon his appointment as the Interim Chief Financial Officer and 30,000 shares will vest upon filing the Company's Form 10-K for the fiscal year ended June 30, 2015. There will be no other immediate changes to Mr. Bruch's compensation.  Mr. Bruch and the Company have not engaged in any related party transactions. Mr. Bruch has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There are no other arrangements or understandings with Mr. Bruch with respect to his appointment as an Interim Chief Financial Officer.

Item 8.01 Other Events.

On April 30, 2015, The Nasdaq Stock Market ("Nasdaq") informed the Company that it had accepted the Company's Plan to Regain Compliance with listing rule 5250(c)(1) ("Rule") and granted the Company an exception to regain compliance with the Rule.  Nasdaq conditioned the exception on the Company filing its Form 10-Qs for the quarters ended December 31, 2014 and March 31, 2015 by June 30, 2015.  Should the Company not meet this deadline, the Nasdaq Staff will provide notification that the Company's securities will be delisted, although the Company may appeal the Staff's decision.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Exhibit Description

99.1 Press Release dated May 4, 2015, titled "Cesca Therapeutics Announces Changes in Management".

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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.

CESCA THERAPEUTICS INC.

a Delaware Corporation

Dated:  May 4, 2015/s/ Robin C. Stracey

Robin C. Stracey

Interim Chief Executive Officer

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EX-99.1

Exhibit 99.1

Cesca Therapeutics Announces Changes in Management

RANCHO CORDOVA, Calif., May 4, 2015 -- Cesca Therapeutics Inc. (NASDAQ: KOOL), an autologous cell-based regenerative medicine company, today announced that Mr. Dan T. Bessey has resigned as Chief Financial Officer of Cesca Therapeutics effective May 9, 2015. Mr. Bessey has accepted a position as Chief Financial Officer of Hawaiian Telcom, a provider of integrated communications services to business and residential customers in Hawaii.

"Dan has played a key role in the transformation of Cesca Therapeutics into a leading regenerative medicine company and we wish him the best as he returns to the telecommunications sector, in which he has spent the majority of his career," said Robin Stracey, the Company's Interim Chief Executive Officer.

Mr. Michael Bruch has been appointed the Company's Interim Chief Financial Officer.  Mr. Bruch, (50) has served as Controller since joining the Company in 2003, during which time he has had responsibility for the Accounting and Internal Control functions.  Additionally, Mr. Bruch was instrumental in integrating the financial operations of TotipotentRX into the Company at the time of the merger that created Cesca Therapeutics.  Mr. Bruch has over 25 years of accounting experience in various financial and managerial roles for General Electric and Dade MicroScan (now Siemens Healthcare). Mr. Bruch is a Certified Public Accountant and graduated with honors from California State University, Sacramento with a Bachelors of Science degree in business administration.

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.

Forward Looking Statement

The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements, including FDA approval, timing of the Company's submission of IDE applications, or amendments to such applications, and outcomes from such submissions.  Further, clinical trial outcomes are not predictable, and results may vary from the Company's expectations, including the start of any such clinical trials, patient follow up issues, and costs associated with such trials. Further description of other risks that could cause actual events to differ from the outcomes predicted by Cesca Therapeutics' forward-looking statements is set forth under the caption "Risk Factors" in Cesca Therapeutics annual report on Form 10-K and other reports it files with the Securities and Exchange Commission from time to time, and you should consider each of those factors when evaluating the forward-looking statements.

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