425

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):  July 16, 2013

THERMOGENESIS CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-82900	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)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

Attached hereto as Exhibits 99.1, 99.2 and 99.3 and incorporated by reference herein, are a conference call script, a question and answer presentation and a PowerPoint presentation of ThermoGenesis Corp., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger and Reorganization, dated July 15, 2013, among the Company and TotipotentRx Corporation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Script for conference call

99.2 ThermoGenesis and Totipotent Merger Agreement FAQ

99.3 Corporate Presentation: The Merger of ThermoGenesis Corp. and TotipotentRx July 2013

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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:  July 16, 2013	/s/ Matthew T. Plavan
	Matthew T. Plavan
	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Filed by: ThermoGenesis Corp.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: ThermoGenesis Corp.

Commission File No.: 333-82900

ThermoGenesis and TotipotentRx Announce Definitive Merger Agreement

July 16, 2013 at 6:00 AM Pacific/9:00 AM Eastern

Operator

Please note, today’s call is being recorded for archive purposes.

I would now like to turn the conference over to Mr. Dan Bessey, Chief Financial Officer of ThermoGenesis Corporation.  Please go ahead, sir.

Dan Bessey

Good morning and thank you for joining us.  ThermoGenesis and TotipotentRx issued a joint press release earlier today announcing the signing of a definitive merger agreement.  This press release is available on the companies’ respective websites at ThermoGenesis.com and TotipotentRx.com.  During today’s call, Matt Plavan, CEO of ThermoGenesis, and Ken Harris, CEO of TotipotentRX, will discuss this agreement, after which we will open the call up for questions.

Before we begin, this conference call 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 rapidly and cost-efficiently develop new cell therapies and to create 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 failure 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 annual report on Form 10-K and other reports we file with the Securities and Exchange Commission from time to time, and you should consider each of those factors when evaluating the forward-looking statements.

For the benefit of those who may be listening to the replay, this call was held and recorded on July 16, 2013.  Since then, ThermoGenesis may have made announcements relating to topics discussed on today's call.  Please reference our most recent press releases and SEC filings.  ThermoGenesis assumes no obligation to update the information in today's press release, or as presented in this call, except as may be required by applicable law.

With that, let me turn the call over to Matt Plavan.  Matt?

Matthew Plavan

Thank you, Dan, and welcome everyone, thank you for joining us today. We are very pleased to be here this morning and to share with you in a little greater detail, the news we announced earlier today that ThermoGenesis and TotipotentRx have signed a definitive merger agreement. This is a transformative event for both companies which we believe provides an exciting opportunity for our respective shareholders because we believe this deal holds significant potential for shareholder value creation.

It is Ken and my goal today to provide investors with an overview of the transaction we announced this morning and a brief description of the combined new company, which will be known as Cesca Therapeutics. By the way, Cesca is an acronym for Clinical Excellence in Stem Cell Applications.

As indicated in the announcement, we have entered into a definitive merger agreement that will bring together ThermoGenesis, a leading supplier of enabling technologies for the processing and storage of stem cells and other biological tissues, with TotipotentRx Corporation, a privately held California Corporation, which specializes in developing therapeutics and conducting human clinical trials in the field of regenerative medicine.  Under terms of the agreement, ThermoGenesis will issue shares of its common stock to TotipotentRx, or TotiRx, which equates to a value of approximately $18.6 million, based on ThermoGenesis’ closing stock price of $1.49 on July 15, 2013.  TotiRx stockholders are expected to own approximately 43% of the combined company, and ThermoGenesis shareholders are expected to own approximately 57% of the combined company, each on a fully diluted basis.

The merger agreement has been unanimously approved by the board of directors of each company.  The transaction is expected to close in the fourth quarter of calendar year 2013 and is subject to customary closing conditions, regulatory approvals and approval by the shareholders of ThermoGenesis and TotipotentRX.

We are very excited about this merger because we believe we are creating the first fully integrated regenerative medicine company.  Today, Ken and I will highlight our vision of a fully integrated regenerative company in greater detail, as it is a cornerstone to the anticipated advantage of the Cesca Therapeutics.

Before we do that, allow me to dial the lens back a bit and set the stage for the opportunity we face today. Based upon the cost and demographic trends in healthcare, Regenerative Medicine is our greatest hope for curing what ails our healthcare system and the only way we will find innovative and cost effective ways of treating our aging population.  As we live longer, the dependency on chronic health drug therapies and hospitalizations grows, and the long term economic impact of this is not sustainable.

For us, it is obvious that the ideal treatment options for medicine are curative in nature, and similarly to surgical procedures, only cellular therapy can provide sustainable physiological improvements.

According to the Alliance for Regenerative Medicine, Annual Report 2013, by reducing hospital care, physician and professional services, and nursing/home healthcare through sustainable “curative therapies”, the US could reduce its healthcare costs by up to $250B/year.

Cesca is, in our opinion, is uniquely positioned to address this market by with products that are enabling to the areas of medicine where functional poor blood and oxygen supply (ischemia) has resulted in tissue degeneration. Our therapies primarily focus on revascularization, and in our opinion, have the potential to significantly recast how certain approaches to medicine are practiced, creating a substantial market opportunity for us in the process.

There has been significant news about the promise of all types of stem cells, including embryonic, reprogrammed cells, and expanded cells (cells in a bottle) – otherwise known as allogeneic cells.  However, most of these are interesting scientifically but are reasonably far from commercialization due to safety risks and the bodies own immune system rejecting the ”foreign” implants.

And we see the recognition of these safety risks and challenges in practical applications as Academia and clinical grant applications trending towards using the patient’s own cells or autologous derived cells as we call them. We see the same trend in industrial supported clinical trials which has grown from 1% of all clinical trials supported to 20% in the past 6 years, indicating the business sector is catching on to the importance of regenerative medicine.

Therefore, we think of Cells as Today’s Biotech Products

Having talked about the academic growth in cellular medicine, let’s take a moment to understand the commercial realities today.

Today, around $200M of autologous cell therapy type products are sold around the globe.  The reason the market isn’t larger is not a lack of physician and patient interest – it is because the results of over simplified processes to date have yielded mixed results.

Commercially speaking, allogeneic cell treatments present some level of safety risk, which may not be offset by the potential clinical benefit.  However, autologous therapies are not without limitations, among them being the absolute requirement for using the right cells in the right dose and handling those cells in optimized environments and devices.

Arguably, one of the greatest challenges to the market to date has not been developing clinically effective cell therapies. In fact, the early results have been very compelling. The greatest failures have been due either to poor therapeutic design or impractical commercialization requirements.

When we talk about autologous cell therapy, we want to emphasize that successful therapies are those that ensure safe results through control of all the major variables and absolute attention to details including:

• Patient health status, age, co-morbidities

• Source of the cells

• Dose of the cells

• Environmental impact on the cells

• Device physical impact on the cells

• Treatment Protocol guidelines

Cesca’s fully integrated approach enables us to uniquely address each of these concerns, and enables us to develop and deliver autologous therapies in a way we think no one else can which is:

1. (Patient Friendly) Collected from and delivered to the patient in a single procedure

2. (Physician Friendly) Protocol driven giving the physician complete instructions for treatment

3. (Fast) Completed at the bedside typically in under 60 minutes

4. (Effective) Variable controlled to ensure no external factors impact the effectiveness of the cells

5. Ideally suited to meet regulator’s concerns (regulatory sweet spot of autologous and minimally manipulated)

6. Easily adopted by healthcare providers and regulatory agencies due to the all-inclusive “combination product” kit approach

We call this proprietary clinical delivery system SurgWerks^TM and it is the platform we are using to address large patient populations in six clinical indications within major therapeutic markets, including orthopedic, cardiovascular and neurologic indications.

The engine behind our ability to develop our SurgWerks delivery systems is our embedded cell-therapy-specific Clinical Research Organization based within the Fortis Hospital System. Having ownership of this CRO gives us access to the patients and resources of the largest private hospital system in the world and enables us to control all essential elements of the therapy development including the cell formulation protocols, the clinical trial designs and the management of the trials to ensure maximum consistency and effectiveness of the resulting therapy. This proprietary development system is what we call Cellwerks and importantly, is a key differentiating factor for us in the development of potential block buster cell therapy drugs. CellWerks will allow us to offer safe and effective therapies backed by clinical evidence, including 10 pilot and phase 1 clinical trials either ongoing or completed to date in osteoarthritis, avascular necrosis, acute myocardial infarction, non-healing wounds and critical limb ischemia. We now have the ability to rapidly and cost-effectively implement new clinical trials at our CRO in India having a world class US FDA registered GMP cell research and production facility in a tertiary care environment.  This will allow us to generate high quality data at a fraction of the cost of U.S. clinical trials and serves as the foundation for our SurgWerks delivery system.

As a result of our innovative and effective approach to regenerative medicine, we believe Cesca Therapeutics will drive a much higher valuation than either company alone, with the potential to create near and long-term shareholder value through the development and commercialization of new protocols in major therapeutic areas. More specifically, when we look at today’s average revenue multiple within the peer group of regenerative medicine companies approximately 10 companies including names you know such as Athersys, Cytori, Osiris and BioTime, their average revenue multiples are between 10 and 20 times revenue. As such, if we apply the same valuation metrics to Cesca, we would be valued initially between $2 and $300M.

Now this transaction is several years in the making.  A strategic partnership with TotiRx began in 2011 when they became our distributor for the Res-Q™ system in India and other regions in Asia.  Later in 2011, we expanded our working relationship with TotiRx to include co-sponsoring clinical evaluations of our Res-Q system in critical limb ischemia and long bone fractures.

This merger is therefore the natural result of a successful partnership.   It combines our devices and patented platform technology with Toti’s differentiated, proprietary cell formulations and unparalleled hospital network and embedded CRO through Fortis Healthcare’s global reach to create a formula for developing fast, safe and effective therapies with enormous therapeutic and commercial potential.

To provide more background on this and on TotiRx’, it is with great pleasure that I introduce Ken Harris.  Ken?

Kenneth Harris

Thank you, Matt.   And thanks to those joining us for today’s call.

We at TotipotentRx are excited by this opportunity, as it creates a catalyst for what we believe is a very compelling business and product development opportunity.

TotiRx is a leading regenerative medicine company that is engaged in the research, development and commercialization of cell-based therapeutics.  The company currently has eight autologous cell therapies in various stages of clinical development targeting areas of high unmet medical need, including as Matt mentioned experimental treatments for cardiac, non-healing ulcers, osteoarthritis, avascular necrosis and critical limb ischemia.  Each of these therapeutic development programs has followed the integrated device , cell formulation, and bedside testing methodology and benefited from our CRO surgical and technical teams field support to the clinical investigators.

Our current business operates in three distinct verticals that serve patients, physicians and our partners:

First is TotiRx’s Therapeutics Division, which specializes in developing new cell therapies using autologous cell formulations, which use the patient’s own cells for healing.  Our lead therapeutic technology platform, TotiCell™, is a rapid, intraoperative system for harvesting, preparing, testing, and re-delivering therapeutic doses of autologous stem cells and proteins, and is currently in varying stages of Phase 1b trials as a potential treatment for among others acute myocardial infarction, critical limb ischemia, non-healing ulcers and osteoarthritis.  Our patented therapies are designed for rapid use – typically under 60 minutes – at the bedside, and per U.S. regulations, include all integrated equipment, diagnostics, devices, and software to produce the specified and safe autologous therapeutic cell dose.

Next is our Contract Services Division, the world’s only clinical research organization, or CRO, which specializes in cell-based therapy services.  We leverage our unique expertise in designing, managing, and completing cell-based clinical trials, including the ability to support the device prototyping and validation typically required in stem cell therapy development since they are considered combination products by many regulatory agencies.  Our full service offerings include clinical study design, contract Phase 1 and 2 clinical trials, regulatory consultation, cell production, physician training and support for cellular product oversight, handling and delivery of the cellular therapy, and fully validated laboratory services for cellular bioanalytics.  The services we offer ensure patient safety under Good Clinical Practices, quality laboratory documentation under Good Laboratory Practices, and quality cell processing and handling under both Good Manufacturing Practices and Good Tissue Practices.

Through our strategic partnership with Fortis Healthcare, an esteemed chain of specialty hospitals networked throughout India, Asia, and Canada we have assembled the industry's most experienced cell therapy CRO team, to execute at every level of our client's clinical trial, providing complete and seamless cellular drug and device clinical services, improving efficiency, and delivering better clinical trial outcomes to any human clinical development project in regenerative medicine.

Finally, we have our Cell Manufacturing and Banking Division, which operates advanced clinical cell manufacturing, processing, testing, and storage facilities compliant with Good Manufacturing Practices, Good Tissue Practices, and Good Laboratory Practices.  In this division, we have an established cord blood banking and bone marrow transplant business with a robust and growing revenue stream.

TotiRx has been using ThermoGenesis devices and equipment in our clinical trial work, our cord blood banking and hematopoietic transplant businesses for some time, and the superior performance of this technology is an integral component of the success of our clinical trial progress.  It’s important to highlight that this equipment, already being in place and integrated into our development platform, will make initiation of the next phase of clinical trials for Cesca’s pipeline that much faster and more efficient.

On behalf of TotiRx, I would like to emphasize our enthusiasm for this transaction. It creates a combined company with enormous potential for serving unmet patient needs and value creation to our shareholders in an area of medicine that is taking leaps in terms of therapeutic potential.  I look forward to speaking with ThermoGenesis’ shareholders many times in the future, and to creating value as the first fully integrated regenerative medicine company.

Matthew Plavan

Thank you, Ken.

I’d like to quickly highlight the market potential which Ken just spoke to.  Regenerative medicine is one of the fastest growing areas of healthcare, with a substantial portion of clinical research spend from industry now focused on this area.  As a $20Bn addressable market by 2020, Regenerative medicine promises to be a major component of our future global healthcare system.

The key to being a leader in this market will be the ability to provide demonstrably safe and effective, point-of-care therapies that works for the patient, physician and healthcare provider.  And fundamentally, these products must be commercializable, meaning…

· Development costs must be kept down, which we do with TotiRx’s CRO and Fortis relationship;

· Regulatory hurdles must be achievable, which we do through an autologous cell approach and through the strict standards and control of collection, handling, and redelivery to the body dictated through our protocols and kits; and, finally,

· That the products themselves be high-quality, consistent and backed by clinical evidence, which we achieve through world-class, integrated tools and technologies and clinical data.

In closing, we believe there will be a number of questions our investors will have as they evaluate our proposed merger, including financial, operational and clinical questions.  Therefore, we have developed what we believe to be the most frequently asked questions and our detailed responses to them, which we will post to our website and file with the SEC following our call today. We will endeavor to complete preparation and filing of our disclosure documents to be filed with the Securities and Exchange Commission as we proceed, and would encourage you to read that information as it is file.  Further, to the extent that we receive questions that should be answered sooner, we will evaluate them and potentially update the filed Q&A from time-to-time. Furthermore, we expect to also file a powerpoint presentation that discusses the combined company’s growth strategy.

· This concludes our call for today, we thank you for your time and look forward to speaking to you as we have more news and information to share.

Forward Looking Statement

This script 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, cell therapies, 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 failure 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 annual report on Form 10-K and other reports we file with the Securities and Exchange Commission from time to time, and you should consider each of those factors when evaluating the forward-looking statements.

ThermoGenesis Corp.

Web site: http://www.thermogenesis.com

Contact: Investor Relations

+1-916-858-5107, or

ir@thermogenesis.com

Non-Solicitation

This script 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 intends to file a registration statement (including a prospectus) on Form S-4 with the Securities and Exchange Commission.  Holders of ThermoGenesis Common Stock and TotipotentRx Corporation common stock are urged to read the proxy statement/prospectus and any other relevant documents when filed because they contain 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 will be sent to holders of TotipotentRx Corporation common stock.  When filed, the proxy statement/prospectus 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 RoadRancho Cordova, CA 95742.

EX-99.2

Exhibit 99.2

Filed by: ThermoGenesis Corp.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: ThermoGenesis Corp.

Commission File No.: 333-82900

ThermoGenesis and Totipotent Merger Agreement FAQ

STRATEGY

1. What and when is the next value inflection point for Cesca?

· We believe there is immediate value creation with this transaction due to the growth potential that it represents, as it creates a combined platform branded as Surgwerks™ completelyunparalleled in this space: one with a fast bedside process producing consistent, measurable, safe, effective and clinically validated systems for addressing significant unmet clinical needs within large patient populations.  As we begin to generate additional data from these indication specific systems, for which there are a number of milestones in 2013 and 2014, we expect to see greater value realized.

· We will be pursuing a regulatory path per the Pre-Market Approval (“PMA”) process as combination products in the U.S., E.U. and certain emerging markets for 6 indications.   This may require safety, dosing, and efficacy studies to be conducted under the Investigational New Drug (“IND”) mechanism.  Additionally, we will take advantage of the substantial interest for industry partnerships to pursue certain of the PMA approvals where external expertise is helpful.

· Lastly, we see significant potential in our cord blood and point-of-care business, which, as a combined organization, has the potential to achieve substantial organic growth in Asia, Europe and the Americas.

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2. What are the general treatment areas we should be thinking about first and foremost in terms of both achievable regulatory and commercial success?

· Cesca will focus on specific indications in the cardiovascular, orthopedic and neurological areas that represent significant market opportunities for our Surgwerks autologous therapies. We will capitalize on the existing positive results of our Pilot and Phase I studies, pursuing up to six indication specific therapeutic approvals, some on our own, some with partners.

3. What does the competitive landscape look like for Cesca?  What distinguishes the combined product/offering?

· First, Cesca has a cell-therapy based CRO embedded within, which is unique in this market space. Our competitors, by necessity, will continue using high-cost, outside non-cell therapy (pharma-based) CRO’s to manage their trials, which puts them at a significant disadvantage.  Our trials will be compliant per the FDA’s March 2012 guidance document which lays the roadmap for FDA’s acceptance of foreign clinical trials not conducted under an IND.

· Second, per the FDA’s guidance that a cellular therapy using both a device(s) and a cellular (biological) product must follow a combination product co-packaging and approval process outlined in 21 CFR 3.2(e) drives the requirement for a combination development organization.  Therefore, owning the devices and the cell formulation, as well as the proprietary process that ensures the consistency from start to finish for each procedure within 60 minutes is a major competitive advantage.

· We believe we will have the first commercially viable autologous cell therapy, i.e. a fully integrated cell therapy “combination product”: a bedside procedure, which is safe, rapid and dose guaranteed, backed by clinical efficacy, safety and regulatory simplicity of an autologous cell approach.

4. What sort of intellectual property supports Totipotent formulations and protocols?

· The procedures and technology used in our clinical studies are proprietary. Cesca’s platform is protected by three patent pending methods, each indication specific, with a fourth near submission, in addition to ThermoGenesis’ 43 US and international device and method patents.

· Unlike other devices in the marketplace ThermoGenesis’ technology has the unique ability to be algorithmically controlled to produce precise cell formulations to address multiple disease indications.

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5. What sort of data do you have regarding Totipotent’s formulations and protocols?

· There are 10 pilot and phase 1b clinical trials either completed to date or nearing completion.

· Two pilot studies have been published to date:  one demonstrating safety of the general process in orthopedic and neurological indications and one demonstrating preliminary efficacy in orthopedic regeneration in non-uniting fractures of long bones.

· A third safety/efficacy Phase 1b study jointly sponsored by Totipotent and ThermoGenesis is nearing completion this summer.  Although we cannot pre-publish the data, the results are extremely encouraging.  This study in particular demonstrates proof of principle for Totipotent’s ischemic cardiovascular process and indication-specific cell formulation.

6. What will the current cord blood program contribute in terms of revenue/percent of revenue and how do you see this growing?

· We anticipate the cord blood program to be a major contributor to the topline in the near term.

· While we expect our cord blood business to grow substantially, we also expect that therapeutic revenues will meet and exceed our cord blood business as we launch our commercialization programs for our key indications.

7. Can you speak to anticipated revenue and EBITDA projections as a combined company/provide guidance?

· In the near term we expect that Cesca cord blood revenues will comprise the majority of our revenues and will continue to be an important growth engine for our base business. ThermoGenesis is the existing market leader, and combined with Totipotent’s existing cord blood business we anticipate meaningful growth.  The second source of near term revenue growth will be the expansion of our bone marrow and PrP processing business. We expect these two sources to drive our near term top line growth while we create value by advancing clinical milestones in our pursuit of expanded market growth therapeutics.

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8. When do you expect to be profitable?

· On a combined basis, we expect our base business to be an important element of our strategic plan and will be the primary driver for our revenue growth in the near term.  However, we expect to drive significant shareholder value through investments in our clinical trial initiatives.  While we expect that these investments will impact our near term profitability, we believe that the value derived from commercializing our various clinical results will drive significant revenue growth and shareholder returns.

9. Can you describe the relationship with Fortis?  What sort of financial terms exist there and what does Fortis get in return?

· Totipotent and Fortis have a long term global exclusive collaboration agreement, which includes co-marketing and profit sharing specific to the Fortis hospital network in the regenerative medicine space.  Fortis has healthcare facilities in 6 countries, and treats more than 10,000 inpatients and 15,000 outpatients per day.

10. Why Totipotent?

· We believe this transaction has the highest potential for value creation – over both the short- and long-term – of any available strategic transaction.  Totipotent has significant experience in conducting pilot clinical trials, and in collaboration with Fortis, in providing purpose-specific processed cells to physicians.  This experience is extremely valuable to our plan of designing therapeutics and in testing them clinically.

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11. Does FDA accept clinical data generated in India?

· Yes, the US FDA accepts data generated in Cesca’s CRO laboratory just as it does for any qualified laboratory located in the US or Europe.  This is because the Cesca CRO is US FDA registered, and certified to the necessary international standards in Good Clinical Practice, Good Laboratory Practice, and Good Manufacturing Practice with over 500 patients treated to date, all under approved protocols.  Our principle investigators and clinical investigators are all U.S., Canadian, Australian or European trained and are considered luminaries in their field.  This is an important aspect of Cesca’s value potential, as we can execute clinical studies at a fifth of the cost of comparable studies in the US and EU.

TRANSACTION TERMS/FINANCIALS

12. How did you arrive at the valuation?  Did both companies receive a fairness opinion?

· Our determinations of value were based on two primary factors.  First, ThermoGenesis is a market leader in supplying technologies and solutions for the processing, preparation and preservation of cell-based products and our medical devices were key components of the clinical trial work done by Totipotent.  Secondly, Totipotent has extensive experience in developing clinically validated therapeutic protocols and cell therapy kits for major therapeutic areas.  Both companies bring valuable partnerships to the combined company and we believe the revenue and expense synergies that will be realized support the valuation of the companies.

· A fairness opinion was rendered by Roth Capital Partners.

13. Is there overlap in the product and service offerings between the two companies?  Will there be any eliminated redundancies?

· Generally, this is a very complementary combination, with little operational overlap, so the majority of synergy will arise as we use Totipotent’s POC clinical know-how and surgical experience to further unlock the value of our platforms in the therapeutic development process and delivery processes.

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14. How much capital is required to execute the Cesca planned clinical development strategy?

· To maximize the value of our clinical trials and accelerate our ability to commercialize our products in the growing market place we expect to invest approximately $15 to $20 million in our clinical and product platform initiatives in the next 36 months.  We anticipate that the timing and amount of our investment will be staged consistent with our major clinical milestones. We will rely on potential cash flows from our combined operations and explore all available funding alternatives, including grant monies and strategic partnerships, to pursue a strategy that is in the best interest of our stockholders.

15. Is closing the transaction contingent on closing additional financing?

· No, it is not.

16. What does Totipotent’s current and historical financials look like?  Balance sheet?  Cash?  Debt?  Revenue/income?

· Financial information for Totipotent will be disclosed in our forthcoming Form S-4 to be filed with the Securities and Exchange Commission.

17. When do you expect to file your Form S-4?

· We expect to file our Form S-4 in September 2013 which will be subject to the SEC’s customary review and approval process.  Depending on the timing of the SEC’s process, we expect our Form S-4 to be effective in September 3013.

18. What is the pro-forma cash position and burn for Cesca?

· Any financial information relating to Cesca will be disclosed in our forthcoming Form S-4 to be filed with the Securities and Exchange Commission.

19. What is ThermoGenesis’ current cash position?

· As of March 31, 2013, ThermoGenesis reported cash and equivalents of $7.5 million.

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20. What happens if this merger does not close?  What is the alternative plan?

· ThermoGenesis and Totipotent fully expect the merger will be well received and approved by our respective shareholders in due course.  We are, nevertheless, mindful of, and plan for, such an unlikely outcome. Aren’t going to discuss those alternative plans at this time as we soundly believe this transaction is compelling to stockholders of both companies and we are committed to executing our combined business plan.

Forward Looking Statement

This FAQ 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, cell therapies, 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 failure 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 annual report on Form 10-K and other reports we file with the Securities and Exchange Commission from time to time, and you should consider each of those factors when evaluating the forward-looking statements.

ThermoGenesis Corp.

Web site: http://www.thermogenesis.com

Contact: Investor Relations

+1-916-858-5107, or

ir@thermogenesis.com

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Non-Solicitation

This FAQ 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 intends to file a registration statement (including a prospectus) on Form S-4 with the Securities and Exchange Commission.  Holders of ThermoGenesis Common Stock and TotipotentRx Corporation common stock are urged to read the proxy statement/prospectus and any other relevant documents when filed because they contain 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 will be sent to holders of TotipotentRx Corporation common stock.  When filed, the proxy statement/prospectus 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.

8

EX-99.3

Corporate Presentation

The Merger of ThermoGenesis & TotipotentRX

July 2013

Exhibit 99.3

Filed by: ThermoGenesis Corp.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: ThermoGenesis Corp.

Commission File No.: 333-82900

CescaTM TherapeuticsForward Looking Statement

ThermoGenesis Corp.

Web site: http://www.thermogenesis.com

Contact: Investor Relations

+1-916-858-5107, or

ir@thermogenesis.com

Cesca TherapeuticsLaunches only integrated regenerative medicine company

4 | Page

Cesca Therapeutics
TotipotentRX snapshot

•Developing cellular therapies for vascular, orthopedic and neurological diseases

•Core capabilities in development and clinical testing of cellular therapies

•Pipeline of 10 clinical stage therapies

THERAPEUTICS

DEVICES

CLINICAL SERVICES

5 | Page

Cesca Therapeutics

ThermoGenesis snapshot (Nasdaq: KOOL)

•Leading designer and supplier of clinical technologies for processing, storage
and administration of stem cells

•Core capabilities include quality innovation, design IP, commercialization,
regulatory, and global distribution

•~$18M in annual revenues

Automated

Point-of-Care/
Lab-based

cGMP

Closed Systems

Scalable

6 | Page

Regenerative Medicine’s Future
Macro drivers

•Global Trends in Healthcare

−Aging population, rapidly rising costs

−Medical reimbursement; pay for performance

−Pharma:

ØPatent expirations, empty pipelines

ØNot curative, treats symptoms

•Regenerative Medicine

−Curative; targets root cause of disease

−Creating value:

ØWill save $250B/year1

Uniquely able to control key variables to minimize regulatory risk and
maximize clinical effectiveness

1 Alliance for Regenerative Medicine, Annual Report 2013

7 | Page

Healthcare Market
Macro drivers

•Regenerative medicine gains
industry’s eye

−Industry clinical trial sponsors:

ü2007: <1%

ü2010: 5%

ü2012: 20%

•Academic cell evolution; From
embryonic, to allogeneic, to
autologous:

−CIRM has begun funding
autologous trials again

−Strong NIH funding for autologous
studies continues

Industry presence accelerating

8 | Page

Autologous Therapy Today
Current regenerative medicine POC practice

9 | Page

Cesca Therapeutics
The autologous cell therapy solution

•Patient friendly

•Physician friendly

•Fast, at-the-bedside

•Effective

•In the regulatory “sweet spot”

•Commercially viable

Consistent cell compositions

cGMP compliant protocols

Clinical data

10 | Page

Cesca Commercialization Advantage
The first commercially viable autologous cell therapy

11 | Page

Cesca CellwerksSMOur Unique Development Process

•Uniquely integrated development

-Chemistry, cellularity and quality

-Controlled, consistent delivery

-550 patients treated across eight clinical
indications (Toti)

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Cesca SurgwerksTMIndication specific, proprietary product suite

13 | Page

Cesca SurgwerksTM
Sustainable differentiation

•Developed at the point-of-care, over 20,000 patients treated through
ThermoGenesis

•Clinically validated, proprietary clinical protocols & method patents

•Proprietary, smart platforms (device and algorithm patents)

•Proprietary cell formulations addressing multiple disease indications

•Pioneering with regulatory strategy to be first FDA combination product
approved - 21CFR 3.2 (e)

•IP Suite

−43 Design and device patents

−Three protocol provisional patents (6 indications)

−10 pilot & phase 1b clinical trials

−7 clinical algorithms

14 | Page

In the Regulatory “Sweet Spot”
Lower risk = speed to market

15 | Page

Proprietary Cell FormulationsUnique algorithms for treatment of multiple indications

Source Material	Clinical Indication	HarvestHct (%)	MNC recovery (%)	Monocyte recovery	Platelet recovery (%)
PB	Chronic Dermal Wound	≤ 25%	> 80%	> 85%	> 85%
PB	Chronic Dermal Wound	≤ 10%	> 80%	> 85%	> 85%
PB	Soft Tissue	≤ 3%	> 50%	> 80%	> 85%
PB	Soft Tissue	≤ 2%	> 50%	> 80%	> 85%
BM	Cardiac & CLI	≤ 25%	> 85%	> 85%	> 85%
BM	Non-Union	≤ 15%	> 85%	> 85%	> 85%
BM	Neurological	< 3%	> 60%	> 85%	> 85%

PB = Peripheral Blood

BM = Bone Marrow

VXP® Algorithmic Control

16 | Page

Cesca Pilot Trial Experience
Developing the CellWerks model

Specialty	Indication	Trial Completion
Orthopedics	OA	50 Patients Pilot Completed
	Non Union	30 Patients Pilot Completed 19 Patients Phase 1 Completed
	Avascular Necrosis	10 Patients Pilot Completed
Cardiovascular	AMI	30 Patient Phase 1b Underway
	Stroke	15 Patient Phase 1a Reg Review
	CLI	15 Patient Phase 1b Completed 20 Patient Phase 1 Completed
	Non Healing Ulcers	10 Patient Pilot

Market for our target therapies totals $16.6B

More than 300 patients treated in other trials and applications

17 | Page

High Impact Clinical Results
Compelling early vascular results

•N=17 patients

•All patients “no option” and 24
hours from leg amputation

•88.9% of gangrene sores
improved

•Major Amputation Free Rate post
SurgWerks™ Therapy = 85.7%

•Minor Amputation Free Rate Post
SurgWerks™ = 55.5% to date

•31% Reduction in VAS Pain
Score at 3 Mo. F/U

Major Revascularization

18 | Page

•N=19 patients

•All patients failed traditional
surgical fixation

•71% union rate in 18 weeks post
SurgWerks™ treatment

–No SAEs/AES

–2 patients lost to F/U

Long Bone Fusion

Non-Union Fractures

High Impact Clinical Results

Compelling early orthopedic results

Accepted for publication: 2012
International Society of Cell Therapy,
Rotterdam

19 | Page

Clinical Pipeline
Blockbuster drug candidates

KEY CESCA CRO ADVANTAGES

−US FDA accepts foreign
trials

−Better control of trial
management

−1/5th the cost of US/EU
Patient related Clinical Trials
costs

−Speed to completion

20 | Page

Our Fortis Partnership
CRO embedded in New Delhi facility

•Cesca is exclusive regenerative medicine
provider to Fortis

–72 hospitals(6 countries)

–10,000 inpatient beds

–15,000 outpatients per day

–Competent clinical research staff

–2x as many sites as Kaiser

•Physician/patient access

•World class clinical facilities and
equipment

•Lobby partner with government

•Embedded CRO

–Only global cell therapy CRO

–US FDA registered

–Over 500 patients treated

By leveraging our Fortis
partnership and in-house CRO,
Cesca has the potential to get
new cell treatments approved
faster and cheaper than our
competitors

21 | Page

Co-Development and Marketing Prospects
Prospective partnerships

	VASCULAR CONDITIONS				ORTHOPEDIC CONDITIONS
	AMI	CLI	STROKE	NON HEALING ULCERS	SPINE	OA	NON UNION FRACTURES	AVN
Cook	X	X	X
Sanofi				X		X
Shire				X		X	X
Pfizer	X	X		X
Medtronic	X	X			X		X	X
Abbott	X	X
J&J	X	X	X	X	X		X	X
Terumo	X	X	X	X
Baxter	X		X
Amgen				X
Stryker					X	X	X	X
Biomet					X	X	X	X
Arthrex					X	X	X	X
TOTAL PROSPECTS	7	6	4	6	5	5	6	5
2012 Market Size ($B)	$2.40	$2.00	$5.20	$0.80	$0.80	$5.00	$1.10	$0.08

22 | Page

Unlocking Intrinsic Value of Base Business
Expanding clinical uses for cord blood

•Accelerate Cord Blood Organic Revenue

−Leverage first mover position in Asia

−Take competitive share in Europe and the Americas

−Introduce advanced AXP upgrades, new products, and support

•Expand Practice of Medicine Usage of Cord Blood

−Leverage Cesca CRO for rapid, cost effective introduction of 5 new therapies

−Leverage Cesca research cord blood bank for clinical and engineering innovation

−Expanding indications beyond hematopoietic, making cord blood a neo-natal, point-of-
care therapy

−Establish presence in US for direct sales to “Clinical Commercial Zones”

−Leverage Fortis Hospital Relationship for POM in Wound Care & Orthopedics

23 | Page

Leveraging Cord blood
Global automated processing leader

Exclusive automated cord

blood processing device

provider to CCBC

Exclusive AXP distributor
in China and several
Southeast Asian
countries

Strong foundation in Golden Meditech and Cesca Research Bank
allows us to capitalize on the Asia growth opportunity

24 | Page

Overview of Key Milestones
Substantial near term clinical value drivers

•2013

−Cardiac Patient Ph1b Enrollment Commences

•2014

−Clinical Trial Approval (NHU IRB)

−Clinical Trial Approval (OA IRB)

−US Investigational New Drug Granted (CLI Ph1/2)

−Cardiac Patient Ph1b Enrollment Completed

−Ph1 Trial Concluded (NHU)

−Ph1 Trial Concluded (OA)

•2015

−Cardiac Patient Ph1b Results

−US Investigational New Drug Granted Ph2 (OA)

−Cell DiagnosticAnalyzer Product Launch

−US Investigational New Drug Granted Cardiac Ph2

−Pivotal Trial Initiated (NHU)

25 | Page

Value Capture of Cesca Transformation
Revenue multiple expansion catalyst

CESCA THERAPEUTICS PEER GROUP

Cytori, Aastrom, Athersys, Neostem, Cytomedix, Mesoblast,
BioTime, Osiris, Harvest

26 | Page

Cesca Growth Capital Investment
36 month horizon

Category	Growth Capital
•Clinical Development & Regulatory Initiatives -AMI, Stroke, OA, NHU -CLI, Spine, NUF, AVN	$15M
•Product Commercialization -Cord Blood (Distribution, Launches) - Clinical Commercial Zones	$2M
•Device Development & General Capital Req’s -Diagnostics Devices	$3M
Total	$20M

NOTE: To maximize the value of our clinical trials and accelerate our ability to commercialize
our products in the growing market place we expect to invest approximately $15 to $20
million in our clinical and product platform initiatives in the next 36 months.We anticipate
that the timing and amount of our investment will be staged consistent with our major clinical
milestones. We will rely on potential cash flows from our combined operations and explore all
available funding alternatives, including grant monies and strategic partnerships, to pursue a
strategy that is in the best interest of our stockholders.

27 | Page

Cesca Senior LeadershipSeasoned industry executives:
Significant Insider ownership

Matthew T. Plavan

CHIEF EXECUTIVE OFFICER, BOD

§COO ’08-’10 (3yrs), CFO ‘05-’13 (8yrs), & CFO for two venture-backed start-ups (5 yrs)

§Vice-President of Finance & Gen. Mgr McKesson (7yrs) & Ernst & Young (6yrs)

Kenneth L. Harris, M.S.

PRESIDENT, BOD

§25 yrs exp. in healthcare & biotech.Previously Chairman, CEO, & Co-
Founder of MK Alliance, Inc. a position (5 yrs)

§President of Pall Corp’s BioSciences Div. & Cell Therapy Div., ‘01- ‘08

Dan T. Bessey

CHIEF FINANCIAL OFFICER

§Served from ‘08-’12 as Vice-President & CFO of SureWest Communications
(Telecom)

§VP Finance, Controller & Dir. of Corporate Finance (various roles) during 13yr
tenure at SureWest (previous to CFO)

Mitchel Sivilotti, M.Sc.

SVP, BIOLOGICS

§10 yrs exp. In biotech.Previously Vice-Chairman, President & Co-Founder of MK
Alliance, Inc. a position held for 5yrs

§Prior to MKA, Mitch Managed the Global Cell Therapy Business Unit at Pall Corp.

Hal Baker

SVP, COMMERCIAL OPERATIONS

§Various roles as head of salesfor ThermoGenesis ‘09- ‘13 (4yrs)

§VP, Global Sales for Hygenic Corporation ‘06- ’09 (3yrs)& managed sales
and marketing for Pall Corporation ‘01- ’05 (4yrs)

Ken Pappa

VP, OPERATIONS

§VP Engineering, Manufacturing & various operations management roles ‘06 -
’13 (7yrs) ThermoGenesis.

§Various positions with Hewlett Packard-Agilent Technologies including Mfg.
Controller & Sr. Operations Manager

Kevin Cooksy

VP, BUSINESS DEVELOPMENT

§VP, Business Development ‘11- ‘13 (2yrs) ThermoGenesis

§VP, Business Development ‘07 ‘10 (3yrs) for Perlegen Sciences & held
various management positions in Corporate Development and Global
Marketing‘05- ‘10 (5yrs) Agilent Technologies

28 | Page

Cesca Investment Highlights
Uniquely positioned to lead in regenerative medicine

•Regenerative medicine is a major element of our future
healthcare system

•Our integrated device, point-of-care services and Indian
CRO business is a capital efficient, regulatory compliant
model able to expedite new cell therapies to market

•Strong growth in ThermoGenesis’ base business in Asia
provides working capital leverage for our therapeutic
plans

•TotiPotent’s global therapeutic competence and Asian
infrastructure is our primary growth engine

•Cesca assembles the management talent and
experience to execute our plan

29 | Page

Cesca TherapeuticsAdditional Information

•Non-Solicitation

−This presentation 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 intends to file a registration statement
(including a prospectus) on Form S-4 with the Securities and Exchange Commission.
Holders of ThermoGenesis Common Stock and TotipotentRx Corporation common stock
are urged to read the proxy statement/prospectus and any other relevant documents when
filed because they contain 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 will be sent to holders of TotipotentRx Corporation common stock.
When filed, the proxy statement/prospectus 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.

Thank you