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, 2003


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


           Delaware                       0-16375               94-3018487
           ---------                      --------              ----------
(State or other jurisdiction of       (Commission File        (I.R.S. Employer
 incorporation or organization)           Number)            Identification No.)

                              3146 Gold Camp Drive
                        Rancho Cordova, California 95670
                                 (916) 858-5100
          (Address and telephone number of principal executive offices)






ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     On March 28,  2003,  ThermoGenesis  Corp.  (the  "Company")  completed  its
private   financing   involving  the  sale  of  common  stock  and  warrants  to
institutional  investors.  The initial closing was previously reported on a Form
8-K filed on March 25,  2003.  In the  private  financing,  from the initial and
final closing, the Company raised gross proceeds of approximately $5,834,000, in
the  aggregate,  before  expenses.  The Company sold in the aggregate  3,807,594
shares of common  stock and  warrants to purchase  11,976  additional  shares of
common stock at an exercise price of $2.39 per share to institutional investors.
CDC Securities  acted as the placement  agent for the offering and received a 7%
fee based on gross  proceeds.  The Company will use the net proceeds for working
capital and implementation of operating plans.

     The  terms  for the  private  financing  are set  forth  in the  Securities
Purchase Agreement, the form of which is attached as Exhibit 10 to the Company's
Form 8-K  filed on  March  25,  2003  and is  incorporated  herein.  The form of
warrants is attached as Exhibit 4 to the  Company's  Form 8-K filed on March 25,
2003 and is incorporated  herein. The warrants are exercisable for a period of 3
years. Under the terms of the Securities Purchase Agreement,  the Company agreed
to prepare and file with the Securities  and Exchange  Commission a registration
statement covering the resale of the securities.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      EXHIBITS

                  Exhibit
                  Number            Description

                  4                 Form of Warrant(1)

                  10                Securities Purchase Agreement(1)

                  99.1              Press Release Announcing Initial Closing(1)

                  99.2              Press Release Announcing Final Closing




------------------
(1)  Incorporated  by reference  from the Company's  Form 8-K filed on March 25,
2003.






                                    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.


Dated:  March 31, 2003                            THERMOGENESIS CORP.


                                                  /S/ RENEE RUECKER
                                                  ------------------------------
                                                  Renee Ruecker,
                                                  Chief Financial Officer