S-4/A

As filed with the Securities and Exchange Commission on November 20, 2013

Registration 333-192210

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THERMOGENESIS CORP.

(Exact name of registrant as specified in its charter)

Delaware	3821	94-3018487
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S.  Employer Identification Number)

2711 Citrus Road

Rancho Cordova, California 95742

(916) 858-5100

 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew T. Plavan

Chief Executive Officer

ThermoGenesis Corp.

2711 Citrus Road

Rancho Cordova, California 95742

(916) 858-5100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David C. Adams, Esq. Weintraub Tobin Chediak Coleman Grodin 400 Capitol Mall, Eleventh Floor Sacramento, California 95814 (916) 558-6000 Kenneth L. Harris Chief Executive Officer TotipotentRX Corporation 548 South Spring Street, Suite 210 Los Angeles, CA 90013 (213) 221-7373 Alan B. Spatz, Esq. Troy Gould PC 1801 Century Park East, Suite 1600 Los Angeles, CA 90067 (310) 553-4441

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price (2)		Amount of registration fee(2)(3)
Common Stock, $0.001 par value per share		12,490,841		N/A	$	10,742,123	$	1,384

(1) Relates to common stock, $0.001 par value per share, of ThermoGenesis Corp., or ThermoGenesis, issuable to holders of common stock, no par value per share, of TotipotentRX Corporation, or TotipotentRX, in the proposed merger of TotipotentRX with and into ThermoGenesis.  The amount of ThermoGenesis common stock to be registered is based on the maximum number of shares of ThermoGenesis common stock that are expected to be issued pursuant to the merger. The actual number of shares issued pursuant to the merger transaction may be less than the number of shares being registered.

(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as the product of $0.86 (the average high and low price of ThermoGenesis common stock on November 5, 2013) and 12,490,841 (the maximum possible number of shares of ThermoGenesis common stock which may be exchanged in the merger) times $128.80 per million.

(3) The total registration fee of $1,384 was previously paid for the registration of $10,742,123 proposed maximum aggregate offering price in the filing of the Registration Statement on November 8, 2013.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

On November 8, 2013, ThermoGenesis filed its Registration Statement on Form S-4 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”). This Pre-Effective Amendment No. 1 to Form S-4 on Form S-4/A is being filed solely for the purpose of submitting the XBRL information.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.	Document Description	Incorporation by Reference
2.1	Plan of Merger Agreement and Reorganization Agreement between ThermoGenesis Corp. and TotipotentRX, dated July 15, 2013.	Incorporated by reference to Form 8-K dated July 16, 2013.
3.2	Revised Bylaws of ThermoGenesis Corp.	Incorporated by reference to ThermoGenesis’ Annual Report on Form 10-KSB for the year ended June 30, 1994.
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ThermoGenesis Corp.	Incorporated by reference to ThermoGenesis’ Current Report on Form 8-K filed with the SEC on August 26, 2010.
4.1	Form of Stock Grant Agreement; Common Stock Agreement.	Incorporated by reference to ThermoGenesis’ Current Report on Form 8-K filed with the SEC on November 5, 2010.
5.1	Opinion re legality	#
8.1	Opinion Re Tax Matters	#
10.1	License Agreement with Pall/Medsep Corporation.	Incorporated by reference to Form 8-K dated April 14, 1997.
10.2.1	License and Escrow Agreement between ThermoGenesis Corp. and CBR Systems, Inc., effective June 15, 2010.	Incorporated by reference to ThermoGenesis’ Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.
10.2.2	First Amendment to Technology License and Escrow Agreement between ThermoGenesis Corp. and CBR Systems, Inc., effective February 6, 2013.	Incorporate by reference to Form 8-K dated February 12, 2013.
10.2.3	Extension Addendum to Escrow Agreement, effective July 26, 2013.	Incorporated by reference to Form 8-K dated August 1, 2013.
10.3	Amended 2002 Independent Directors Equity Incentive Plan.	Incorporated by reference to Form 8-K dated December 15, 2004.
10.4	Amendment to Amended and Restated International Distribution Agreement with GEHC.	Incorporated by reference to Form 8-K dated February 4, 2010.
10.5+	License and Distribution Agreement between ThermoGenesis Corp. and BioParadox effective October 13, 2010.	Incorporated by reference to ThermoGenesis’ Current Report on Form 8-K filed with the SEC on October 19, 2010.
10.6	2006 Equity Incentive Plan.	Incorporated by reference to Exhibit A to ThermoGenesis’ definitive proxy statement for the Annual Meeting of Stockholders held on December 11, 2006, filed with the SEC on October 26, 2006.
10.7	Distribution and License Agreement between ThermoGenesis Corp. and Asahi Kasei Medical Co. Ltd., dated March 28, 2005.	Incorporated by reference to ThermoGenesis’ Current Report on Form 8-K filed with the SEC on March 31, 2005.
10.7.1+	Option Agreement between ThermoGenesis Corp and Asahi Kasei Kuraray Medical Co., Ltd.	Incorporated by reference to Form 8-K dated June 16, 2010.
10.8	Amended 1998 Employee Equity Incentive Plan.	Incorporated by reference to Exhibit A to ThermoGenesis’ definitive proxy statement for the Special Meeting of Stockholders held on February 2, 1998, filed with the SEC on December 8, 1997.
10.9	Exclusive Distributor Agreement and License with Arthrex, Inc.	Incorporated by reference to Form 8-K dated January 13, 2012 and amended March 28, 2012.

Exhibit No.	Document Description	Incorporation by Reference
10.10+	Product Purchase and International Distribution Agreement between ThermoGenesis Corp. and Golden Meditech Holdings, Limited.	Incorporated by reference to Form 8-K dated August 24, 2012 and amended October 24, 2012.
10.11	2012 Independent Director Plan.	Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed October 23, 2012.
10.12	Form of Lock-up Agreement between ThermoGenesis Corp. and TotipotentRX, dated July 15, 2013.	Incorporated by reference to Form 8-K dated July 16, 2013.
10.13	Employment Agreement between ThermoGenesis Corp. and Mitchel Sivilotti dated July 15, 2013.	Incorporated by reference to Form 8-K dated July 16, 2013.
10.14	Employment Agreement between ThermoGenesis Corp. and Kenneth Harris dated July 15, 2013.	Incorporated by reference to Form 8-K dated July 16, 2013.
10.15	Form of Non-Competition Agreement between ThermoGenesis Corp. and TotipotentRX, dated July 15, 2013.	Incorporated by reference to Form 8-K dated July 16, 2013.
10.16	Employment Agreement for Matthew T. Plavan	Incorporated by reference to Form 8-K dated October 30, 2013.
10.17	Employment Agreement for Dan T. Bessey	Incorporated by reference to Form 8-K dated October 30, 2013.
21.1	Subsidiaries of Registrant – Argorx Corp.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for ThermoGenesis Corp.	#
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for MK Alliance, Inc.	#
23.3	Consent of Weintraub Tobin Chediak Coleman Grodin	#
23.4	Consent of Roth Capital Partners, Inc.	#
24.1	Power of Attorney	Part of Signature Page.
99.1	Form of Proxy Card for Special Meeting of Stockholders of ThermoGenesis Corp.	#
101.INS	XBRL Instance Document‡
101.SCH	XBRL Taxonomy Extension Schema Document‡
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document‡
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document‡
101.LAB	XBRL Taxonomy Extension Label Linkbase Document‡
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document‡

Footnotes to Exhibit Index

+  The SEC has granted confidential treatment with respect to certain portions of this exhibit.  Omitted portions have been filed separately with the SEC.

#  Incorporated by reference to the identically numbered exhibit to the Registrant's Registration Statement on Form S-4 (File No. 333-192210), filed with the SEC on November 8, 2013.

‡  XBRL information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rancho Cordova, State of California, on November 20, 2013.

THERMOGENESIS, INC.
By:	/s/ Matthew T. Plavan
	Name: Matthew T. Plavan
	Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew T. Plavan and Dan T. Bessey his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MATTHEW T. PLAVAN		November 20, 2013
Matthew T. Plavan	Chief Executive Officer and Director (Principal Executive Officer)
/s/ DAN T. BESSEY		November 20, 2013
Dan T. Bessey	Chief Financial Officer (Principal Financial officer and Principal Accounting Officer)
/s/ CRAIG W. MOORE by Dan Bessey POA		November 20, 2013
Craig W. Moore	Director
/s/ PATRICK J. MCENANY by Dan Bessey POA		November 20, 2013
Patrick J. McEnany	Director
/s/ ROBIN C. STRACEY by Dan Bessey POA		November 20, 2013
Robin C. Stracey	Director

XML

Employee Retirement Plan

12 Months Ended

Jun. 30, 2013

Employee Retirement Plan [Abstract]

Employee Retirement Plan

11. Employee Retirement Plan

We sponsor an Employee Retirement Plan, generally available to all employees, in accordance with Section 401(k) of the Internal Revenue Code. Employees may elect to contribute up to the Internal Revenue Service annual contribution limit. Under this Plan, at the discretion of the Board of Directors, we may match a portion of the employees’ contributions. We made no discretionary or matching contributions to the Plan for the years ended June 30, 2013, 2012 and 2011.

XML

Consolidated Statements of Operations (USD $)	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011
Consolidated Statements of Operations [Abstract]
Net revenues	$ 17,963,000	$ 19,023,000	$ 23,400,000
Cost of revenues	11,598,000	12,690,000	14,563,000
Gross profit	6,365,000	6,333,000	8,837,000
Expenses:
Sales and marketing	2,955,000	2,761,000	3,195,000
Research and development	2,991,000	3,729,000	3,003,000
General and administrative	5,645,000	5,222,000	5,474,000
Gain on sale of product lines	(2,161,000)	0	0
Total operating expenses	9,430,000	11,712,000	11,672,000
Loss from operations	(3,065,000)	(5,379,000)	(2,835,000)
Interest and other income (expense), net	(21,000)	393,000	268,000
Net loss	$ (3,086,000)	$ (4,986,000)	$ (2,567,000)
Per share data:
Basic and diluted net loss per common share (in dollars per share)	$ (0.19)	$ (0.30)	$ (0.17)
Shares used in computing per share data (in shares)	16,526,578	16,389,008	14,816,163

XML

Equipment

12 Months Ended

Jun. 30, 2013

Equipment [Abstract]

Equipment

4. Equipment

Equipment consisted of the following at June 30:

	2013			2012			Estimated Useful Life
Machinery and equipment	$	4,004,000		$	3,496,000		3-10 years or lease term
Computer and software		744,000			864,000		2-5 years
Office equipment		542,000			563,000		5-10 years
Leasehold improvements		195,000			205,000		shorter of 5 years or lease term
		5,485,000			5,128,000
Less accumulated depreciation and amortization		(3,277,000	)		(3,476,000	)
	$	2,208,000		$	1,652,000

During the years ended June 30, 2013 and 2012, there were disposals of fully depreciated assets with a gross book value of $390,000 and $322,000, respectively.

Depreciation expense for the years ended June 30, 2013, 2012 and 2011 was $355,000, $471,000 and $466,000, respectively.

XML

Commitments and Contingencies (Tables)

12 Months Ended

Jun. 30, 2013

Commitments and Contingencies [Abstract]

Annual future minimum lease payments for non-cancelable operating lease

The annual future minimum lease payments for the non-cancelable operating lease are as follows:

2014		386,000
2015		397,000
2016		409,000
2017		141,000
Total	$	1,333,000

Schedule of changes in product liability included in accrued liabilities

Changes in the Company’s product liability which is included in other current liabilities during the period are as follows:

	For years ended June 30,
	2013			2012
Beginning balance	$	547,000		$	608,000
Warranties issued during the period		224,000			282,000
Settlements made during the period		(259,000	)		(471,000	)
Changes in liability for pre-existing warranties during the period		(23,000	)		128,000
Ending balance	$	489,000		$	547,000

XML

Subsequent Event

12 Months Ended

Jun. 30, 2013

Subsequent Event [Abstract]

Subsequent Event [Text Block]

12. Subsequent Event

On July 15, 2013, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), with TotipotentRX providing for the merger of TotipotentRX into the Company, with the Company surviving. TotipotentRX is a privately held biomedical technology company specializing in human clinical trials in the field of regenerative medicine and is the exclusive provider of cell-based therapies to the Fortis Healthcare System.

Assuming the merger is consummated, a TotipotentRX stockholder will receive, in exchange for each share of TotipotentRX common stock held by such stockholder immediately before the closing of the Merger, approximately 31.105 shares of Company common stock. After the merger, the former shareholders of TotipotentRX will own approximately 12,490,800 shares of the Company’s common stock, in the aggregate representing approximately 43% of the Company’s shares of common stock outstanding, excluding shares of common stock subject to options and warrants.

The Merger Agreement was unanimously approved by the boards of directors of both companies. The contemplated merger is subject to the approval of the Company’s and TotipotentRX’s respective stockholders at stockholders meetings and satisfaction of other closing conditions, including the filing of a registration statement with the SEC. Further, the combined company will be named Cesca Therapeutics to better reflect the combined products and services of the two companies. It is anticipated that the merger will close during the fourth quarter of calendar 2013.

The Merger Agreement contains certain termination rights for both the Company, on the one hand, and TotipotentRX, on the other, and further provides that, upon termination of the Merger Agreement under specified circumstances, including, but not limited to, termination due to a failure by one party to recommend approval of the Merger, a party soliciting an acquisition proposal in breach of the Merger Agreement, or a party entering into an agreement with a third party related to an acquisition proposal, that breaching party may be required to pay to the other party a termination fee of $500,000.

XML

Income Taxes (Details) (USD $)	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011
Income Taxes [Abstract]
Federal statutory tax rate (in hundredths)	34.00%
Reconciliation of federal income tax attributable to operations [Abstract]
Statutory federal income tax benefit	$ (1,049,000)	$ (1,695,000)	$ (873,000)
Net operating loss with no tax benefit	1,049,000	1,695,000	873,000
Total federal income tax	0	0	0
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expiration dates	expire in various years between 2014 and 2033.
Deferred tax assets [Abstract]
Net operating loss carryforwards	31,342,000	33,661,000
Income tax credits	2,161,000	1,990,000
Other	1,680,000	2,162,000
Total deferred taxes	35,183,000	37,813,000
Valuation allowance	(35,183,000)	(37,813,000)
Net deferred taxes	0	0
Valuation allowance increased (decreased)	(2,630,000)	43,000	455,000
Income tax benefits related to stock options deductions	1,852,000
Tax benefits related to stock options included in valuation allowance	1,624,000
Understated deferred tax assets		245,000
Overstated valuation allowance		245,000
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	83,471,000
Research and experimentation credit carryforwards	1,285,000
Federal [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, expiration date	Jun. 30, 2033
Federal [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, expiration date	Jun. 30, 2014
State [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	67,445,000
Research and experimentation credit carryforwards	$ 1,293,000

XML

Concentrations (Tables)

12 Months Ended

Jun. 30, 2013

Concentrations [Abstract]

Product revenues as a percentage of total net revenues

The following is a summary of product revenues as a percentage of total net revenues for the Company’s principal product lines:

	2013			2012			2011
AXP		41	%		39	%		34	%
BioArchive		20	%		21	%		28	%
Other cord blood		13	%		12	%		9	%
Res-Q/MXP		13	%		11	%		10	%
ThermoLine		3	%		4	%		6	%
CryoSeal		2	%		7	%		3	%

Sales to customers

We had sales to customers as follows for the years ended June 30:

	2013		2012		2011
United States	$	8,011,000	$	10,783,000	$	13,745,000
China		2,058,000		609,000		778,000
Hong Kong		2,006,000		514,000		584,000
Asia - other		1,855,000		2,887,000		2,335,000
Europe		2,030,000		1,806,000		3,453,000
South America		831,000		1,505,000		1,904,000
Other		1,172,000		919,000		601,000
	$	17,963,000	$	19,023,000	$	23,400,000

Summary of net equipment by geographic area

The Company has a contract manufacturer in Costa Rica that produces certain disposables. The Company provides AXP equipment to its distributor in China for use by end-user customers. The Company’s net equipment is summarized below by geographic area:

	June 30, 2013		June 30, 2012
United States	$	1,005,000	$	1,269,000
China		678,000		151,000
Costa Rica		403,000		205,000
All other countries		122,000		27,000
Total equipment, net	$	2,208,000	$	1,652,000

XML

Gain on Sale of Product Lines (Tables)

12 Months Ended

Jun. 30, 2013

Gain on Sale of Product Lines [Abstract]

Gain on sale of product lines

The gain on sale was calculated as follows:

Proceeds	$	535,000
Less:
Inventories, net		351,000
Equipment, net		4,000
Transaction costs		19,000
Gain on sale	$	161,000

XML

Commitments and Contingencies (Details) (USD $)	1 Months Ended	12 Months Ended
	Jul. 26, 2013	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2010
Operating Leases [Abstract]
Renewal period under operating lease		5
Annual future minimum lease payments for non-cancelable operating lease [Abstract]
2014		$ 386,000
2015		397,000
2016		409,000
2017		141,000
Total		1,333,000
Rent expense		431,000	470,000	691,000
License and Escrow Agreement [Abstract]
Short-term investment minimum	At least 3,500,000	At least 4,000,000			At least 6,000,000
Agreement covenant minimum ratio requirement		Quick ratio of 1.75 to 1 at the end of any month.			Quick ratio of 2 to 1 at the end of any given month.
Warranty [Abstract]
Period of warranty on products, minimum		1 year
Period of warranty on products, maximum		2 years
Schedule of changes in product liability included in accrued liabilities [Roll Forward]
Beginning balance	489,000	547,000	608,000
Warranties issued during the period		224,000	282,000
Settlements made during the period		(259,000)	(471,000)
Changes in liability for pre-existing warranties during the period, including expirations		(23,000)	128,000
Ending balance		$ 489,000	$ 547,000	$ 608,000

XML

Intangible Asset (Details) (USD $)	3 Months Ended		12 Months Ended
	Jun. 30, 2013	Mar. 31, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011
Intangible Asset [Abstract]
Consideration payment as per modified distribution agreement		$ 390,000
Forgiving receivable		60,000
Distribution agreement modification liabilities		330,000
Remaining life to amortize cost of revenue		31 months
Amortization expense			151,000	75,000
Intangible assets written off	$ 164,000		$ 164,000	$ 0	$ 0

XML

Stockholders' Equity (Tables)

12 Months Ended

Jun. 30, 2013

Stockholders' Equity [Abstract]

Warrant activity

A summary of warrant activity for the three years ended June 30, 2013 follows:

	2013				2012				2011
	Number of Shares		Weighted-Average Exercise Price Per Share		Number of Shares		Weighted-Average Exercise Price Per Share		Number of Shares		Weighted-Average Exercise Price Per Share
Balance at June 30		1,125,000	$	2.64		1,125,000	$	2.64		--		--
Warrants granted		--		--		--		--		1,125,000	$	2.64
Warrants canceled		--		--		--		--		--		--
Warrants exercised		--		--		--		--		--		--
Outstanding and exercisable at June 30		1,125,000	$	2.64		1,125,000	$	2.64		1,125,000	$	2.64

Option activity for stock option plans

The following is a summary of option activity for the Company’s stock option plans:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at June 30, 2012		979,209		$	3.11
Granted		273,750		$	0.92
Forfeited/cancelled		(35,500	)	$	2.53
Expired		(153,709	)	$	4.54
Exercised		--
Outstanding at June 30, 2013		1,063,750		$	2.36		2	$	119,000
Vested and Expected to Vest at June 30, 2013		943,175		$	2.37		2	$	85,000
Exercisable at June 30, 2013		549,276		$	3.04		1	$	1,000

Stock options outstanding

The following table summarizes information about stock options outstanding at June 30, 2013:

Range of Exercise Prices		Number Outstanding		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Number Exercisable		Weighted-Average Exercise Price
$	0.86-$1.13		279,250		3.3	$	0.93		1,750	$	1.05
$	1.88-$2.56		491,250		1.4	$	2.30		351,566	$	2.36
$	2.88-$3.82		267,500		1.7	$	2.96		170,210	$	2.97
$	6.00		6,250		0.1	$	6.00		6,250	$	6.00
$	14.32-$15.80		19,500		0.5	$	15.17		19,500	$	15.17
			1,063,750						549,276

Non-vested stock options activity

Non-vested stock option activity for the year ended June 30, 2013, is as follows:

	Non-vested Stock Options			Weighted-Average Grant Date Fair Value
Outstanding at June 30, 2012		479,803		$	1.50
Granted		273,750		$	0.52
Vested		(235,079	)	$	1.51
Forfeited		(4,000	)	$	1.05
Outstanding at June 30, 2013		514,474		$	0.97

Restricted stock activity granted to employees

The following is a summary of restricted stock activity granted to employees during the years ended June 30, 2013, and 2012:

	2013					2012
	Number of Shares			Weighted-Average Grant Date Fair Value		Number of Shares			Weighted-Average Grant Date Fair Value
Balance at June 30		540,000		$	1.93		30,000		$	2.25
Granted		50,000		$	0.91		720,000		$	1.89
Vested		(174,997	)	$	1.95		(10,000	)	$	2.25
Forfeited		(25,000	)	$	1.70		(200,000	)	$	1.80
Outstanding at June 30		390,003		$	1.81		540,000		$	1.93

XML

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Net loss	$ (3,086,000)	$ (4,986,000)	$ (2,567,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	538,000	604,000	466,000
Stock based compensation expense	563,000	791,000	960,000
Loss on sale/retirement of equipment	25,000	17,000	13,000
Loss on impairment of equipment	0	0	65,000
Impairment of intangible asset	164,000	0	0
Gain on sale of product lines	(2,161,000)	0	0
Net change in operating assets and liabilities:
Accounts receivable, net	(340,000)	(655,000)	2,132,000
Inventories	795,000	120,000	(1,338,000)
Prepaid expenses and other current assets	106,000	(38,000)	1,000
Other assets	0	1,000	119,000
Accounts payable	619,000	696,000	(592,000)
Accrued payroll and related expenses	(130,000)	223,000	75,000
Deferred revenue	(47,000)	2,000	(604,000)
Other liabilities	(128,000)	(660,000)	(822,000)
Net cash used in operating activities	(3,082,000)	(3,885,000)	(2,092,000)
Cash flows from investing activities:
Capital expenditures	(391,000)	(545,000)	(266,000)
Proceeds from sale of product lines	2,535,000	0	0
Proceeds from sale of equipment	0	0	17,000
Net cash provided by(used in) investing activities	2,144,000	(545,000)	(249,000)
Cash flows from financing activities:
Repurchase of common stock	(57,000)	0	0
Exercise of stock options	0	0	7,000
Issuance of common stock	0	0	3,914,000
Payments on capital lease obligations	0	0	(2,000)
Net cash provided by(used in) financing activities	(57,000)	0	3,919,000
Net (decrease)increase in cash and cash equivalents	(995,000)	(4,430,000)	1,578,000
Cash and cash equivalents at beginning of year	7,879,000	12,309,000	10,731,000
Cash and cash equivalents at end of year	6,884,000	7,879,000	12,309,000
Supplemental non-cash financing and investing information:
Transfer of inventories to equipment	834,000	0	0
Transfer of equipment to inventories	0	0	96,000
Transfer of inventories to prepaid expenses and other current assets	0	0	120,000
Transfer of other current asset to inventories	0	120,000	0
Acquisition of intangible asset in exchange for forgiveness of accounts receivable and assumption of liabilities	$ 0	$ 390,000	$ 0

XML

Inventories

12 Months Ended

Jun. 30, 2013

Inventories [Abstract]

Inventories

2. Inventories

Inventories consisted of the following at June 30:

	2013		2012
Raw materials	$	981,000	$	1,598,000
Work in process		2,066,000		2,209,000
Finished goods		1,212,000		2,483,000
	$	4,259,000	$	6,290,000

XML

Liabilities

12 Months Ended

Jun. 30, 2013

Liabilities [Abstract]

Liabilities

5. Liabilities

Other current liabilities consisted of the following at June 30:

	2013		2012
Accrued warranty reserves	$	489,000	$	547,000
Other accrued liabilities		699,000		681,000
	$	1,188,000	$	1,228,000

XML

Intangible Asset

12 Months Ended

Jun. 30, 2013

Intangible Asset [Abstract]

Intangible Asset

3. Intangible Asset

During the quarter ended March 31, 2012, we modified a distribution agreement to reacquire certain distribution rights related to the Res-Q product line. As part of this modification, we exchanged consideration of $390,000, comprised of forgiving a $60,000 receivable and recording liabilities of $330,000 to provide inventory upgrades and service agreements at no cost. We have recorded those costs as an intangible asset, which will be amortized to cost of revenues over the remaining life of the distribution agreement or 31 months. Total intangible amortization expense charges for the year ending June 30, 2013 and 2012 were $151,000 and $75,000, respectively.

As of June 30, 2013, while performing our annual test for impairment, we determined this asset was impaired as a result of the Res-Q patent litigation and the associated decrease and delay in projected revenues during the remaining life of the intangible asset. Therefore, the intangible asset was considered fully impaired and the carrying value of $164,000 was written off to cost of revenues.

XML

Income Taxes (Tables)

12 Months Ended

Jun. 30, 2013

Income Taxes [Abstract]

Reconciliation of federal income tax attributable to operations to income tax expense (benefit)

The reconciliation of federal income tax attributable to operations computed at the federal statutory tax rate of 34% to income tax expense (benefit) is as follows for the years ended June 30:

	2013			2012			2011
Statutory federal income tax benefit	$	(1,049,000	)	$	(1,695,000	)	$	(873,000	)
Net operating loss with no tax benefit		1,049,000			1,695,000			873,000
Total federal income tax	$	--		$	--		$	--

Components of Company's deferred tax assets and liabilities for federal and state income taxes

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows:

	June 30, 2013			June 30, 2012
Deferred tax assets:
Net operating loss carryforwards	$	31,342,000		$	33,661,000
Income tax credits		2,161,000			1,990,000
Other		1,680,000			2,162,000
Total deferred taxes		35,183,000			37,813,000
Valuation allowance		(35,183,000	)		(37,813,000	)
Net deferred taxes	$	--		$	--

XML

Equipment (Details) (USD $)	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011
Equipment [Abstract]
Equipment, gross	$ 5,485,000	$ 5,128,000
Less accumulated depreciation and amortization	(3,277,000)	(3,476,000)
Equipment, net	2,208,000	1,652,000
Disposals of fully depreciated assets	390,000	322,000
Depreciation	355,000	471,000	466,000
Machinery and equipment [Member]
Equipment [Abstract]
Equipment, gross	4,004,000	3,496,000
Machinery and equipment [Member] | Minimum [Member]
Equipment [Abstract]
Estimated Useful Life	3 years
Machinery and equipment [Member] | Maximum [Member]
Equipment [Abstract]
Estimated Useful Life	10 years
Computer and software [Member]
Equipment [Abstract]
Equipment, gross	744,000	864,000
Computer and software [Member] | Minimum [Member]
Equipment [Abstract]
Estimated Useful Life	2 years
Computer and software [Member] | Maximum [Member]
Equipment [Abstract]
Estimated Useful Life	5 years
Office equipment [Member]
Equipment [Abstract]
Equipment, gross	542,000	563,000
Office equipment [Member] | Minimum [Member]
Equipment [Abstract]
Estimated Useful Life	5 years
Office equipment [Member] | Maximum [Member]
Equipment [Abstract]
Estimated Useful Life	10 years
Leasehold improvements [Member]
Equipment [Abstract]
Equipment, gross	$ 195,000	$ 205,000
Estimated Useful Life	5 years

XML

Concentrations (Details) (USD $)	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011
Equipment Net
Total equipment, net	$ 2,208,000	$ 1,652,000
Product Concentration Risk [Member] | AXP [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	41.00%	39.00%	34.00%
Product Concentration Risk [Member] | BioArchive [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	20.00%	21.00%	28.00%
Product Concentration Risk [Member] | Other Cord Blood [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	13.00%	12.00%	9.00%
Product Concentration Risk [Member] | Res-Q/MXP [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	13.00%	11.00%	10.00%
Product Concentration Risk [Member] | ThermoLine [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	3.00%	4.00%	6.00%
Product Concentration Risk [Member] | CryoSeal [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	2.00%	7.00%	3.00%
Geographic Concentration Risk [Member]
Sales to customers [Abstract]
Sales to customers	17,963,000	19,023,000	23,400,000
Equipment Net
Total equipment, net	2,208,000	1,652,000
Geographic Concentration Risk [Member] | United States [Member]
Sales to customers [Abstract]
Sales to customers	8,011,000	10,783,000	13,745,000
Equipment Net
Total equipment, net	1,005,000	1,269,000
Geographic Concentration Risk [Member] | China [Member]
Sales to customers [Abstract]
Sales to customers	2,058,000	609,000	778,000
Equipment Net
Total equipment, net	678,000	151,000
Geographic Concentration Risk [Member] | Hong Kong [Member]
Sales to customers [Abstract]
Sales to customers	2,006,000	514,000	584,000
Geographic Concentration Risk [Member] | Costa Rica [Member]
Equipment Net
Total equipment, net	403,000	205,000
Geographic Concentration Risk [Member] | All other countries [Member]
Equipment Net
Total equipment, net	122,000	27,000
Geographic Concentration Risk [Member] | Asia - other [Member]
Sales to customers [Abstract]
Sales to customers	1,855,000	2,887,000	2,335,000
Geographic Concentration Risk [Member] | Europe [Member]
Sales to customers [Abstract]
Sales to customers	2,030,000	1,806,000	3,453,000
Geographic Concentration Risk [Member] | South America [Member]
Sales to customers [Abstract]
Sales to customers	831,000	1,505,000	1,904,000
Geographic Concentration Risk [Member] | Other [Member]
Sales to customers [Abstract]
Sales to customers	1,172,000	919,000	601,000
Sales Revenue [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Number of major distributors	4	5
Distributor 1 [Member] | Accounts Receivable [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	28.00%
Distributor 1 [Member] | Sales Revenue [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	11.00%
Distributor 2 [Member] | Accounts Receivable [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	18.00%	13.00%
Distributor 2 [Member] | Sales Revenue [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	13.00%	10.00%	10.00%
Concentration risk, major customer	2,299,000	1,870,000	2,229,000
Distributor 3 [Member] | Accounts Receivable [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	10.00%	10.00%
Distributor 3 [Member] | Sales Revenue [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	11.00%
Distributor 4 [Member] | Accounts Receivable [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	10.00%
Distributor 5 [Member] | Accounts Receivable [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)		22.00%
Distributor 5 [Member] | Sales Revenue [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)	21.00%	35.00%	33.00%
Concentration risk, major customer	$ 3,755,000	$ 6,746,000	$ 7,824,000
Distributor 6 [Member] | Accounts Receivable [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)		13.00%
Distributor 7 [Member] | Accounts Receivable [Member]
Concentration of Risk by Customer Product and Geographic Area [Abstract]
Concentration risk, percentage (in hundredths)		12.00%

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Jun. 30, 2012
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 47,000	$ 30,000
Equipment, accumulated depreciation	$ 3,277,000	$ 3,476,000
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	2,000,000	2,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	80,000,000	80,000,000
Common stock, shares issued (in shares)	16,557,627	16,413,066
Common stock, shares outstanding (in shares)	16,557,627	16,413,066

XML

Gain on Sale of Product Lines

12 Months Ended

Jun. 30, 2013

Gain on Sale of Product Lines [Abstract]

Gain on Sale of Product Lines

8. Gain on Sale of Product Lines

ThermoLine

On December 31, 2012, the Company entered into an Asset Purchase Agreement for the sale of certain of the assets, rights and properties of the ThermoLine product line for $500,000 and the manufacture of certain spare parts for $35,000. The Company recognized the $161,000 gain on sale, net of transaction costs, upon delivery of the assets which occurred during the quarter ended March 31, 2013. The gain on sale was calculated as follows:

Proceeds	$	535,000
Less:
Inventories, net		351,000
Equipment, net		4,000
Transaction costs		19,000
Gain on sale	$	161,000

CryoSeal

In June 2010, the Company and Asahi entered into an amendment (the "Amendment") of their Distribution and License Agreement, originally effective March 28, 2005. Under the terms of the Amendment, Asahi obtained exclusive rights to distribute the CryoSeal System in South Korea, North Korea, Taiwan, the People’s Republic of China, the Philippines, Thailand, Singapore, India and Malaysia. These rights included the exclusive right to market, distribute and sell the processing disposables and Thrombin Reagent for production of thrombin in a stand-alone product.

In connection with the above-described Amendment, the Company and Asahi also entered into an Option Agreement (the “Option Agreement”) and on June 30, 2012, Asahi exercised the option to purchase certain intangible assets related to this product line, including all associated patents and engineering files for $2,000,000. In connection with the notice of exercise, the Amendment automatically terminated. Payment of the $2,000,000 was based upon completion of certain provisions of the Option Agreement. As such, the Company recognized the gain on sale upon completion of those provisions, which occurred in July 2012. The $2,000,000 payment was received in August 2012.

XML

Consolidated Statements of Stockholders' Equity (USD $)	Common Stock [Member]	Paid in capital in excess of par [Member]	Accumulated deficit [Member]	Total
Balance at Jun. 30, 2010	$ 14,000	$ 121,317,000	$ (103,552,000)	$ 17,779,000
Balance (in shares) at Jun. 30, 2010	14,023,240
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares and warrants in public offering	2,000	3,912,000	0	3,914,000
Issuance of common shares and warrants in public offering (in shares)	2,250,000			2,250,000
Issuance of common shares for exercise of options	0	7,000	0	7,000
Issuance of common shares for exercise of options (in shares)	2,917
Issuance of common shares and compensation related to restricted common stock awards	0	146,000	0	146,000
Issuance of common shares and compensation related to restricted common stock awards (in shares)	70,117
Stock-based compensation expense	0	814,000	0	814,000
Fractional shares issued pursuant to reverse stock split (in shares)	92
Net loss	0	0	(2,567,000)	(2,567,000)
Balance at Jun. 30, 2011	16,000	126,196,000	(106,119,000)	20,093,000
Balance (in shares) at Jun. 30, 2011	16,346,366
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares and compensation related to unrestricted common stock awards	0	88,000	0	88,000
Issuance of common shares and compensation related to unrestricted common stock awards (in shares)	60,000
Issuance of common shares and compensation related to restricted common stock awards	0	326,000	0	326,000
Issuance of common shares and compensation related to restricted common stock awards (in shares)	6,700
Stock-based compensation expense	0	377,000	0	377,000
Net loss	0	0	(4,986,000)	(4,986,000)
Balance at Jun. 30, 2012	16,000	126,987,000	(111,105,000)	15,898,000
Balance (in shares) at Jun. 30, 2012	16,413,066			16,413,066
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares and compensation related to restricted common stock awards	0	275,000	0	275,000
Issuance of common shares and compensation related to restricted common stock awards (in shares)	115,944
Stock-based compensation expense	0	198,000	0	198,000
Common stock issued to directors in lieu of cash compensation	0	33,000	0	33,000
Common stock issued to directors in lieu of cash compensation (in shares)	28,617
Net loss	0	0	(3,086,000)	(3,086,000)
Balance at Jun. 30, 2013	$ 16,000	$ 127,493,000	$ (114,191,000)	$ 13,318,000
Balance (in shares) at Jun. 30, 2013	16,557,627			16,557,627

XML

Consolidated Balance Sheets (USD $)	Jun. 30, 2013	Jun. 30, 2012
Current assets:
Cash and cash equivalents	$ 6,884,000	$ 7,879,000
Accounts receivable, net of allowance for doubtful accounts of $47,000 ($30,000 at June 30, 2012)	4,898,000	4,558,000
Inventories	4,259,000	6,290,000
Prepaid expenses and other current assets	232,000	338,000
Total current assets	16,273,000	19,065,000
Equipment at cost less accumulated depreciation of $3,277,000 ($3,476,000 at June 30, 2012)	2,208,000	1,652,000
Intangible asset	0	315,000
Other assets	48,000	48,000
Total Assets	18,529,000	21,080,000
Current liabilities:
Accounts payable	3,106,000	2,772,000
Accrued payroll and related expenses	477,000	607,000
Deferred revenue	377,000	424,000
Other current liabilities	1,188,000	1,228,000
Total current liabilities	5,148,000	5,031,000
Deferred revenue	55,000	55,000
Other non-current liabilities	8,000	96,000
Commitments and contingencies (Footnote 6)
Stockholders' equity:
Preferred stock, $0.001 par value; 2,000,000 shares authorized, none issued and outstanding at June 30, 2013 and 2012	0	0
Common stock, $0.001 par value; 80,000,000 shares authorized; 16,557,627 issued and outstanding (16,413,066 at June 30, 2012)	16,000	16,000
Paid in capital in excess of par	127,493,000	126,987,000
Accumulated deficit	(114,191,000)	(111,105,000)
Total stockholders' equity	13,318,000	15,898,000
Total liabilities and stockholders equity	$ 18,529,000	$ 21,080,000

XML

Summary of Significant Accounting Policies (Details) (USD $)	12 Months Ended
	Jun. 30, 2013 Plan	Jun. 30, 2012	Jun. 30, 2011
Summary of Significant Accounting Policies [Abstract]
Period considered for classification of cash equivalents	3 months
Level 1 assets measured at fair value [Abstract]
Number of stock based compensation plans	4
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Anti-dilutive securities not included in diluted net loss per common share (in shares)	2,578,753	2,644,209	2,619,807
Non-vested stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	4 years	4 years	4 years
Risk-free interest rate (in hundredths)	0.50%	1.20%	1.30%
Expected volatility (in hundredths)	78.00%	82.00%	87.00%
Dividend yield (in hundredths)	0.00%	0.00%	0.00%
Weighted average grant date fair value of options granted (in dollars per share)	$ 0.52	$ 1.17	$ 1.77
Level 1 [Member] | Money market funds [Member]
Level 1 assets measured at fair value [Abstract]
Level 1 financial instruments	$ 0	$ 1,059,000

XML

Liabilities (Tables)

12 Months Ended

Jun. 30, 2013

Liabilities [Abstract]

Other current liabilities

Other current liabilities consisted of the following at June 30:

	2013		2012
Accrued warranty reserves	$	489,000	$	547,000
Other accrued liabilities		699,000		681,000
	$	1,188,000	$	1,228,000

XML

Subsequent Event (Details) (USD $)	Jul. 15, 2013
Subsequent Event [Line Items]
Number of shares of Company common stock to be issued in exchange of each share of RX common stock (in shares)	31.105
Aggregate number of shares of Company's common stock to be owned by former shareholders of RX after merger (in shares)	12,490,800
Percentage of Company's shares of common stock to be owned by former shareholders of RX after merger (in hundredths)	43.00%
Termination fee	$ 500,000

XML

Stockholders' Equity (Details) (USD $)	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011
Common Stock [Abstract]
Common stock reserved for future issuance (in shares)	3,982,876
Common stock in public offering (in shares)			2,250,000
Warrants to purchase common stock (in shares)			1,125,000
Purchase price of common stock issued (in dollars per share)			$ 2.00
Exercise price of warrants (in dollars per share)			$ 2.64
Net proceeds after expenses from offering	$ 0	$ 0	$ 3,914,000
Stock Options [Abstract]
Shares approved for issuance (in shares)	500,000
Options prices in terms of fair market value (in hundredths)	100.00%
Options expiry period	10 years
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number Outstanding (in shares)	1,063,750
Number Exercisable (in shares)	549,276
Selling, General and Administrative Expenses [Member]
Share-based Goods and Nonemployee Services Transaction [Line Items]
Stock compensation expense			143,000
$0.86-$1.13 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range (in dollars per share)	$ 0.86
Range of Exercise Prices, Upper Range (in dollars per share)	$ 1.13
Number Outstanding (in shares)	279,250
Weighted-Average Remaining Contractual Life	3 years 3 months 18 days
Weighted Average Exercise Price (in dollars per share)	$ 0.93
Number Exercisable (in shares)	1,750
Weighted-Average Exercise Price (in dollars per share)	$ 1.05
$1.88-$2.56 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range (in dollars per share)	$ 1.88
Range of Exercise Prices, Upper Range (in dollars per share)	$ 2.56
Number Outstanding (in shares)	491,250
Weighted-Average Remaining Contractual Life	1 year 4 months 24 days
Weighted Average Exercise Price (in dollars per share)	$ 2.30
Number Exercisable (in shares)	351,566
Weighted-Average Exercise Price (in dollars per share)	$ 2.36
$2.88-$3.82 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range (in dollars per share)	$ 2.88
Range of Exercise Prices, Upper Range (in dollars per share)	$ 3.82
Number Outstanding (in shares)	267,500
Weighted-Average Remaining Contractual Life	1 year 8 months 12 days
Weighted Average Exercise Price (in dollars per share)	$ 2.96
Number Exercisable (in shares)	170,210
Weighted-Average Exercise Price (in dollars per share)	$ 2.97
$6.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Upper Range (in dollars per share)	$ 6.00
Number Outstanding (in shares)	6,250
Weighted-Average Remaining Contractual Life	1 month 6 days
Weighted Average Exercise Price (in dollars per share)	$ 6.00
Number Exercisable (in shares)	6,250
Weighted-Average Exercise Price (in dollars per share)	$ 6.00
$14.32-$15.80 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range (in dollars per share)	$ 14.32
Range of Exercise Prices, Upper Range (in dollars per share)	$ 15.80
Number Outstanding (in shares)	19,500
Weighted-Average Remaining Contractual Life	6 months
Weighted Average Exercise Price (in dollars per share)	$ 15.17
Number Exercisable (in shares)	19,500
Weighted-Average Exercise Price (in dollars per share)	$ 15.17
Warrants [Member]
Number of Shares [Roll Forward]
Balance at June 30 (in shares)	1,125,000	1,125,000	0
Warrants granted (in shares)	0	0	1,125,000
Warrants canceled (in shares)	0	0	0
Warrants exercised (in shares)	0	0	0
Outstanding and exercisable at June 30 (in shares)	1,125,000	1,125,000	1,125,000
Weighted-Average Exercise Price Per Share [Roll Forward]
Balance at June 30 (in dollars per share)	$ 2.64	$ 2.64	$ 0
Warrants granted (in dollars per share)	$ 0	$ 0	$ 2.64
Warrants canceled (in dollars per share)	$ 0	$ 0	$ 0
Warrants exercised (in dollars per share)	$ 0	$ 0	$ 0
Outstanding and exercisable at June 30 (in dollars per share)	$ 2.64	$ 2.64	$ 2.64
Stock Options [Member]
Stock Compensation Expense [Abstract]
Total compensation cost not yet recognized	159,000
Weighted-average period for amortization of compensation cost	2 years
Total fair value of options vested	356,000	440,000	568,000
Number of Shares [Roll Forward]
Outstanding at June 30, 2012 (in shares)	979,209
Granted (in shares)	273,750
Forfeited (in shares)	(35,500)
Expired (in shares)	(153,709)
Exercised (in shares)	0
Outstanding at June 30 (in shares)	1,063,750	979,209
Vested and Expected to Vest at June 30, 2013 (in shares)	943,175
Exercisable at June 30, 2013 (in shares)	549,276
Weighted-Average Exercise Price Per Share [Roll Forward]
Balance at June 30 (in dollars per share)	$ 3.11
Granted (in dollars per share)	$ 0.92
Forfeited (in dollars per share)	$ 2.53
Expired (in dollars per share)	$ 4.54
Outstanding and exercisable at June 30 (in dollars per share)	$ 2.36	$ 3.11
Vested and Expected to Vest at June 30, 2013 (in dollars per share)	$ 2.37
Exercisable at June 30, 2013 (in dollars per share)	$ 3.04
Weighted-Average Remaining Contractual Life [Abstract]
Outstanding at June 30	2 years
Vested and Expected to Vest at June 30, 2013	2 years
Exercisable at June 30, 2013	1 year
Aggregate Intrinsic Value [Abstract]
Outstanding at June 30, 2013	119,000
Vested and Expected to Vest at June 30, 2013	85,000
Exercisable at June 30, 2013	1,000
Weighted-Average Grant Date Fair Value [Abstract]
Aggregate intrinsic value of options exercised			1,000
Non-vested stock options [Member]
Number of Shares [Roll Forward]
Outstanding at June 30, 2012 (in shares)	479,803
Granted (in shares)	273,750
Vested (in shares)	(235,079)
Forfeited (in shares)	(4,000)
Outstanding at June 30 (in shares)	514,474	479,803
Weighted-Average Grant Date Fair Value [Abstract]
Outstanding at June 30, 2012 (in dollars per share)	$ 1.50
Granted (in dollars per share)	$ 0.52	$ 1.17	$ 1.77
Vested (in dollars per share)	$ 1.51
Forfeited (in dollars per share)	$ 1.05
Outstanding at June 30 (in dollars per share)	$ 0.97	$ 1.50
Restricted Stock [Member]
Stock Compensation Expense [Abstract]
Total compensation cost net yet recognized	409,000
Weighted-average period for amortization of compensation cost		2 years
Common Stock Restricted Awards [Abstract]
Distribution agreement period		4 years
Stocks granted in terms of percentage of total outstanding common shares (in hundredths)		0.50%
Additional issue of shares upon completion of milestones (in shares)		806,000
Common stock granted to officer (in shares)			30,000
Number of installments			3
Number of Shares [Roll Forward]
Balance at June 30 (in shares)	540,000	30,000
Granted (in shares)	50,000	720,000	720,000
Vested (in shares)	(174,997)	(10,000)
Forfeited (in shares)	(25,000)	(200,000)
Outstanding at June 30 (in shares)	390,003	540,000	30,000
Weighted-Average Grant Date Fair Value [Roll Forward]
Balance at June 30 (in dollars per share)	$ 1.93	$ 2.25
Granted (in dollars per share)	$ 0.91	$ 1.89
Vested (in dollars per share)	$ 1.95	$ 2.25
Forfeited (in dollars per share)	$ 1.70	$ 1.80
Outstanding at June 30 (in dollars per share)	$ 1.81	$ 1.93	$ 2.25
Restricted Stock [Member] | Minimum [Member]
Common Stock Restricted Awards [Abstract]
Restriction period of shares to be released			6 months
Cumulative sales as milestone		$ 43,000,000
1998 Stock Option Plan [Member]
Stock Options [Abstract]
Shares approved for issuance (in shares)	949,500
Options prices in terms of fair market value (in hundredths)	100.00%
1998 Stock Option Plan [Member] | Maximum [Member]
Stock Options [Abstract]
Options expiry period	10 years
1998 Stock Option Plan [Member] | Stock Options [Member] | Minimum [Member]
Stock Options [Abstract]
Options vesting period	3 years
1998 Stock Option Plan [Member] | Stock Options [Member] | Maximum [Member]
Stock Options [Abstract]
Options vesting period	5 years
2002 Independent Directors Equity Incentive Plan [Member]
Stock Options [Abstract]
Shares approved for issuance (in shares)	87,500
Options prices in terms of fair market value (in hundredths)	100.00%
2002 Independent Directors Equity Incentive Plan [Member] | Maximum [Member]
Stock Options [Abstract]
Options expiry period	10 years
2006 Equity Incentive Plan [Member]
Stock Options [Abstract]
Shares approved for issuance (in shares)	2,676,605
Shares authorized to be issued in terms of outstanding shares (in hundredths)	6.00%
Nanshan Memorial Medical Institute [Member] | Restricted Stock [Member]
Number of Shares [Roll Forward]
Granted (in shares)			70,117

XML

Gain on Sale of Product Lines (Details) (USD $)	12 Months Ended				2 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2013 ThermoLine product line [Member]	Aug. 31, 2012 Cryo Seal [Member]	Jun. 30, 2012 Cryo Seal [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale value of assets rights and properties under agreement				$ 500,000
Value of manufacturing of certain spare parts under agreement				35,000
Proceeds from sale of product line	2,535,000	0	0	535,000
Less [Abstract]
Inventories, net				351,000
Equipment, net				4,000
Transaction costs				19,000
Gain on sale	2,161,000	0	0	161,000
Option agreement amount						2,000,000
Payments received					$ 2,000,000

XML

Stockholders' Equity

12 Months Ended

Jun. 30, 2013

Stockholders' Equity [Abstract]

Stockholders' Equity

7.Stockholders’ Equity

Common Stock

As of June 30, 2013, we had 3,982,876 shares of common stock reserved for future issuance.

On March 9, 2011, we completed a public offering of 2,250,000 shares of common stock, together with warrants to purchase up to an aggregate of 1,125,000 shares of common stock with a per unit purchase price of $2.00.  The warrants may be exercised by the holders at an exercise price of $2.64 per share starting September 9, 2011, continuing through March 9, 2016.  Net proceeds after expenses from the offering were approximately $3.9 million.

Warrants

A summary of warrant activity for the three years ended June 30, 2013 follows:

	2013				2012				2011
	Number of Shares		Weighted-Average Exercise Price Per Share		Number of Shares		Weighted-Average Exercise Price Per Share		Number of Shares		Weighted-Average Exercise Price Per Share
Balance at June 30		1,125,000	$	2.64		1,125,000	$	2.64		--		--
Warrants granted		--		--		--		--		1,125,000	$	2.64
Warrants canceled		--		--		--		--		--		--
Warrants exercised		--		--		--		--		--		--
Outstanding and exercisable at June 30		1,125,000	$	2.64		1,125,000	$	2.64		1,125,000	$	2.64

Stock Options

The 2012 Independent Director Plan (“2012 Plan”) permits the grant of stock or options to independent directors.  A total of 500,000 shares were approved by the stockholders for issuance under the 2012 Plan.  Options are granted at prices that are equal to 100% of the fair market value on the date of grant, and expire over a term not to exceed ten years.  Options generally vest immediately, unless otherwise determined by the Board of Directors.

The 2006 Equity Incentive Plan (“2006 Plan”) permits the grant of options, restricted stock, stock bonuses and stock appreciation rights to employees, directors and consultants.  Under the 2006 Plan, the number of shares of common stock equal to 6% of the number of outstanding shares of the Company are authorized to be issued.  The number of shares available to grant for awards adjusts at the beginning of each fiscal year if additional options to purchase shares of common stock were issued in the preceding fiscal year.  As of June 30, 2013, there have been 2,676,605 shares approved under the 2006 Plan for issuance.

The 2002 Independent Directors Equity Incentive Plan (“2002 Plan”) permits the grant of stock or options to independent directors.  A total of 87,500 shares were approved by the stockholders for issuance under the 2002 Plan.  Options are granted at prices which are equal to 100% of the fair market value on the date of grant, and expire over a term not to exceed ten years.  Options generally vest immediately, unless otherwise determined by the Board of Directors.  The 2002 Plan, but not the options granted, expired in January 2012.

The Amended 1998 Stock Option Plan (“1998 Plan”) permits the grant of stock or options to employees, directors and consultants.  A total of 949,500 shares were approved by the stockholders for issuance under the 1998 Plan.  Options are granted at prices that are equal to 100% of the fair market value on the date of grant, and expire over a term not to exceed ten years.  Options generally vest ratably over three to five years, unless otherwise determined by the Board of Directors.  The 1998 Plan, but not the options granted, expired in February 2008.

Stock Compensation Expense

At June 30, 2013, the total compensation cost related to stock-based awards granted to employees under the Company's stock option plans but not yet recognized was $159,000.  This cost will be amortized on a straight-line basis over a weighted-average period of approximately two years and will be adjusted for subsequent changes in estimated forfeitures.  The total fair value of options vested during the years ended June 30, 2013, 2012, and 2011 was $356,000, $440,000, and $568,000.

We issue new shares of common stock upon exercise of stock options.  The following is a summary of option activity for the Company’s stock option plans:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at June 30, 2012		979,209		$	3.11
Granted		273,750		$	0.92
Forfeited/cancelled		(35,500	)	$	2.53
Expired		(153,709	)	$	4.54
Exercised		--
Outstanding at June 30, 2013		1,063,750		$	2.36		2	$	119,000
Vested and Expected to Vest at June 30, 2013		943,175		$	2.37		2	$	85,000
Exercisable at June 30, 2013		549,276		$	3.04		1	$	1,000

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock.  There were no options that were exercised during the years ended June 30, 2012 and 2013.  During the year ended June 30, 2011, the aggregate intrinsic value of options exercised under the Company's stock option plans was $1,000 determined as of the date of option exercise.

The following table summarizes information about stock options outstanding at June 30, 2013:

Range of Exercise Prices		Number Outstanding		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Number Exercisable		Weighted-Average Exercise Price
$	0.86-$1.13		279,250		3.3	$	0.93		1,750	$	1.05
$	1.88-$2.56		491,250		1.4	$	2.30		351,566	$	2.36
$	2.88-$3.82		267,500		1.7	$	2.96		170,210	$	2.97
$	6.00		6,250		0.1	$	6.00		6,250	$	6.00
$	14.32-$15.80		19,500		0.5	$	15.17		19,500	$	15.17
			1,063,750						549,276

Non-vested stock option activity for the year ended June 30, 2013, is as follows:

	Non-vested Stock Options			Weighted-Average Grant Date Fair Value
Outstanding at June 30, 2012		479,803		$	1.50
Granted		273,750		$	0.52
Vested		(235,079	)	$	1.51
Forfeited		(4,000	)	$	1.05
Outstanding at June 30, 2013		514,474		$	0.97

Common Stock Restricted Awards

On November 3, 2010, we entered into a four-year distribution agreement (the “Agreement”) with Nanshan for distribution of our Res-Q and MXP products in China and Hong Kong.  As part of the Agreement, we initially granted Nanshan restricted stock equal to one-half percent of the total outstanding common shares of the Company, or 70,117 shares.  The shares were restricted for a minimum period of six months and were released from restriction at the conclusion of the initial six-month period based on Nanshan’s performance in accordance with the Agreement. As the restricted stock had a performance commitment, it was amortized over the shortest period over which the shares may vest, six months.  Accordingly, we recorded $143,000 of stock compensation expense as a component of sales and marketing expenses, which represents the fair value of the award that was earned during the year ended June 30, 2011.  Effective December 25, 2012, the Agreement was terminated.  Under the Agreement, Nanshan could earn grants of restricted common stock of the Company in an amount up to 806,000 shares upon the achievement of certain milestones.  As the distribution agreement has terminated, Nanshan is no longer eligible to earn additional shares of common stock.

In June 2011, the Company’s Compensation Committee granted 30,000 shares of restricted common stock to an officer, vesting in three equal installments on the first, second and third anniversary of the grant date.

For the period ended June 30, 2012, the Company’s Compensation Committee granted 720,000 shares of restricted common stock to director level and executive members of management, vesting in three equal installments on the first, second and third anniversary of the grant date.

In March 2013, an officer was granted 50,000 shares of restricted common stock upon hire, vesting in three equal installments on the first, second and third anniversary of the grant date.

The following is a summary of restricted stock activity granted to employees during the years ended June 30, 2013, and 2012:

	2013					2012
	Number of Shares			Weighted-Average Grant Date Fair Value		Number of Shares			Weighted-Average Grant Date Fair Value
Balance at June 30		540,000		$	1.93		30,000		$	2.25
Granted		50,000		$	0.91		720,000		$	1.89
Vested		(174,997	)	$	1.95		(10,000	)	$	2.25
Forfeited		(25,000	)	$	1.70		(200,000	)	$	1.80
Outstanding at June 30		390,003		$	1.81		540,000		$	1.93

In connection with the vesting of the restricted stock awards, the election was made by some of the employees to satisfy the applicable federal income tax withholding obligation by a net share settlement, pursuant to which the Company withheld 59,054 shares and used the deemed proceeds from those shares to pay the income tax withholding.  The net share settlement is deemed to be a repurchase by the Company of its common stock.

As of June 30, 2013, we had $409,000 in total unrecognized compensation expense related to our restricted stock awards, which will be recognized over a weighted average period of approximately one year.

XML

Inventories (Details) (USD $)	Jun. 30, 2013	Jun. 30, 2012
Inventories [Abstract]
Raw materials	$ 981,000	$ 1,598,000
Work in process	2,066,000	2,209,000
Finished goods	1,212,000	2,483,000
Total	$ 4,259,000	$ 6,290,000

XML

Income Taxes

12 Months Ended

Jun. 30, 2013

Income Taxes [Abstract]

Income Taxes

10. Income Taxes

The reconciliation of federal income tax attributable to operations computed at the federal statutory tax rate of 34% to income tax expense (benefit) is as follows for the years ended June 30:

	2013			2012			2011
Statutory federal income tax benefit	$	(1,049,000	)	$	(1,695,000	)	$	(873,000	)
Net operating loss with no tax benefit		1,049,000			1,695,000			873,000
Total federal income tax	$	--		$	--		$	--

At June 30, 2013, we had net operating loss carryforwards for federal and state income tax purposes of approximately $83,471,000 and $67,445,000 respectively, that are available to offset future income. The federal and state loss carryforwards expire in various years between 2014 and 2033.

At June 30, 2013, we have research and experimentation credit carryforwards of approximately $1,285,000 for federal tax purposes that expire in various years between 2014 and 2033, and $1,293,000 for state income tax purposes that do not have an expiration date.

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows:

	June 30, 2013			June 30, 2012
Deferred tax assets:
Net operating loss carryforwards	$	31,342,000		$	33,661,000
Income tax credits		2,161,000			1,990,000
Other		1,680,000			2,162,000
Total deferred taxes		35,183,000			37,813,000
Valuation allowance		(35,183,000	)		(37,813,000	)
Net deferred taxes	$	--		$	--

The valuation allowance decreased by approximately $2,630,000 in 2013 and increased by $43,000 and $455,000 in 2012 and 2011, respectively. As of June 30, 2013, we have a benefit of approximately $1,852,000 related to stock option deductions, which will be credited to paid-in capital when realized, of which $1,624,000 is included in the valuation allowance.

In preparing the 2013 financial statement disclosures, the Company determined that it had understated deferred tax assets: other and total deferred taxes by $245,000 as of June 30, 2012. The offset was to the valuation allowance by ($245,000). Accordingly, the 2012 amounts have been re-characterized for the purposes of the presentation within the table above. These changes in the disclosed deferred tax assets; other total deferred taxes and the valuation allowance amounts had no effect on the reported net deferred taxes in the consolidated balance sheet and net loss in the consolidated statement of operations for the year ended June 30, 2012.

Because of the “change of ownership” provisions of the Tax Reform Act of 1986, a portion of the Company’s federal net operating loss and credit carryovers may be subject to an annual limitation regarding their utilization against taxable income in future periods.

XML

Commitments and Contingencies

12 Months Ended

Jun. 30, 2013

Commitments and Contingencies [Abstract]

Commitments and Contingencies

6.Commitments and Contingencies

Operating Leases

We lease our facility pursuant to an operating lease, which contains scheduled rent increases.  The lease expires in 2016, has a cancellation option beginning November 1, 2014 and has a renewal option of five years.  We recognize rent expense on a straight-line basis over the term of the facility lease.  The annual future minimum lease payments for the non-cancelable operating lease are as follows:

2014		386,000
2015		397,000
2016		409,000
2017		141,000
Total	$	1,333,000

Rent expense was $431,000, $470,000 and $691,000 for the years ended June 30, 2013, 2012 and 2011, respectively.

Financial Covenants

In June 2010, we entered into a License and Escrow Agreement which granted a customer a non-exclusive royalty-free license to certain intellectual property necessary for the potential manufacture and supply of AXP devices and certain AXP disposables. The license is for the sole and limited purpose of manufacturing and supplying the AXP and related disposables for use by the customer. The licensed intellectual property will be maintained in escrow and will be released to and used by the customer if and only if the Company defaults under the Agreement. Originally, default occurred if the Company (1) fails to meet certain positive cash flow metrics for each rolling quarterly measurement period except where the following two measures are met, (2) failure to meet cash balance and short-term investments of at least $6,000,000 at the end of any given month, or (3) failure to meet a quick ratio of 2 to 1 at the end of any given month.

On February 6, 2013, we entered into an amendment to amend and reduce the financial covenants that we must meet in order to avoid an event of default. The modified covenants include a minimum cash and short-term investments balance of not less than $4,000,000 at any month end through June 30, 2013, which reverts back to $6,000,000 at any month end, and a quick ratio of 1.75 to 1 at the end of any month.

On July 26, 2013, we entered into an extension addendum to amend and reduce the minimum cash and short-term investments balance to $3,500,000 at any month end through October 31, 2013. Thereafter, it reverts back to $6,000,000 at any month end.

The Company is in compliance with the covenants at June 30, 2013.

Contingencies

During the three months ended September 30, 2012, we were notified by a third party who believes that the Res-Q system infringes upon certain of its US and European patents.  The Company is in the process of gathering information; however, it has not yet collected enough information to assess the validity of the alleged infringement or estimate any potential financial impact; therefore, it has not made an accrual as of June 30, 2013.

On April 11, 2013, we filed an answer and counter-claims in response to the complaint Harvest Technologies Corp. (Harvest) filed on October 24, 2012, against the Company in the case captioned as Harvest Technologies Corp. v. ThermoGenesis Corp., 12-cv-01354, U.S. District Court, District of Delaware (Wilmington), with the complaint being amended on February 15, 2013, to name the Company’s customer Celling as a co-defendant.  In the complaint, Harvest contends that our Res-Q 60 System infringes certain Harvest patents. The counter-claims are based on anti-trust and other alleged improper conduct by Harvest and further seek declarations that the Res-Q 60 System does not infringe the patents and that the patents are invalid.  Harvest filed an answer on May 20, 2013 in which they denied the assertions made by the Company in the counterclaim.  The Company intends to vigorously defend itself against the Harvest claims, while aggressively pursuing its separate claims against Harvest.  The Company is unable to ascertain the likelihood of any liability and has not made an accrual as of June 30, 2013.

In the normal course of operations, we may have disagreements or disputes with customers, employees or vendors.  Such potential disputes are seen by management as a normal part of business.  As of June 30, 2013, management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on our consolidated financial position, operating results or cash flows.

Warranty

We offer a warranty on all of our non-disposable products of one to two years.  We warrant disposable products through their expiration date.  We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.

Changes in the Company’s product liability which is included in other current liabilities during the period are as follows:

	For years ended June 30,
	2013			2012
Beginning balance	$	547,000		$	608,000
Warranties issued during the period		224,000			282,000
Settlements made during the period		(259,000	)		(471,000	)
Changes in liability for pre-existing warranties during the period		(23,000	)		128,000
Ending balance	$	489,000		$	547,000

XML

Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Organization and Basis of Presentation

The Company was incorporated in Delaware in July 1986.  The Company designs, manufactures and markets automated and semi-automated devices and single-use processing disposables that enable hospitals and blood banks to manufacture a therapeutic dose of stem cells.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the parent company, ThermoGenesis Corp., and its wholly-owned subsidiary, Vantus (the “Company”).  All significant intercompany balances and transactions have been eliminated in consolidation.  During the quarter ended December 31, 2010, we dissolved our wholly-owned subsidiary, Vantus.  The costs of dissolution were not material to the Company.

Use of Estimates

Preparation of financial statements in conformity with U.S. generally accepted accounting principles and pursuant to the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Estimates are used for, but not limited to, the allowance for doubtful accounts, allocation of arrangement consideration, slow-moving inventory reserves, depreciation, warranty costs, certain accruals and contingencies.  Actual results could materially differ from the estimates and assumptions used in the preparation of our consolidated financial statements.  Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying consolidated financial statements through the date of issuance.

Revenue Recognition

Revenues from the sale of the Company’s products are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or services have been rendered), the price is fixed or determinable, and collectability is reasonably assured.  We generally ship products F.O.B. shipping point.  There is no conditional evaluation on any product sold and recognized as revenue.  Foreign sales are denominated in U.S. dollars.  Amounts billed in excess of revenue recognized are recorded as deferred revenue on the balance sheet.

The Company’s sales are generally through distributors.  There is no right of return provided for distributors.  For sales of products made to distributors, we consider a number of factors in determining whether revenue is recognized upon transfer of title to the distributor, or when payment is received.  These factors include, but are not limited to, whether the payment terms offered to the distributor are considered to be non-standard, the distributor history of adhering to the terms of its contractual arrangements with the Company, the level of inventories maintained by the distributor, whether we have a pattern of granting concessions for the benefit of the distributor, and whether there are other conditions that may indicate that the sale to the distributor is not substantive.  We currently recognize revenue primarily on the sell-in method with our distributors.

Revenue arrangements with multiple deliverables are divided into units of accounting if certain criteria are met, including whether the deliverable item(s) has/have value to the customer on a stand-alone basis.  Revenue for each unit of accounting is recognized as the unit of accounting is delivered.  Arrangement consideration is allocated to each unit of accounting based upon the relative estimated selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables.  Estimated selling prices are determined using VSOE, when available, or an estimate of selling price when VSOE is not available for a given unit of accounting.  Significant inputs for the estimates of the selling price of separate units of accounting include market and pricing trends and a customer’s geographic location.  We account for training and installation, and service agreements as separate units of accounting.

Service revenue generated from contracts for providing maintenance of equipment is amortized over the life of the agreement.  All other service revenue is recognized at the time the service is completed.

For licensing agreements pursuant to which we receive up-front licensing fees for products or technologies that will be provided by the Company over the term of the arrangements, we defer the up-front fees and recognize the fees as revenue on a straight-line method over the term of the respective license.  For license agreements that require no continuing performance on our part, license fee revenue is recognized immediately upon grant of the license.

Shipping and handling fees billed to customers are included in net revenues, while the related costs are included in cost of revenues.

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short duration.  As of June 30, 2013, we had no Level 1 financial instruments.  As of June 30, 2012, we had $1,059,000 in money market funds classified as Level 1 assets.  As of June 30, 2013 and 2012, we did not have any Level 2 or 3 financial instruments.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash.  The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value.  We estimate our allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions.  If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly.  A customer’s receivable balance is considered past-due based on its contractual terms.  Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due.

Inventories

Inventories are stated at the lower of cost or market and include the cost of material, labor and manufacturing overhead.  Cost is determined on the first-in, first-out basis.

Inventory Reserve

The Company provides inventory allowances when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes, which it includes as a component of cost of revenues.  Additionally, the Company provides reserves for excess and slow-moving inventory on hand that are not expected to be sold to reduce the carrying amount of slow-moving inventory to its estimated net realizable value.

Equipment

Equipment is recorded at cost.  Repairs and maintenance costs are expensed as incurred.  Depreciation for office, computer, machinery and equipment is computed under the straight-line method over the estimated useful lives.  Leasehold improvements are depreciated under the straight line method over their estimated useful lives or the remaining lease period, whichever is shorter.

Warranty

We provide for the estimated cost of product warranties at the time revenue is recognized.  The Company’s warranty obligation is calculated based on estimated product failure rates, material usage and estimated service delivery costs incurred in correcting a product failure.

Stock-Based Compensation

We have four stock-based compensation plans, which are described more fully in Note 7.

Valuation and Amortization Method – We estimate the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula.  This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term – For options which we have limited available data, the expected term of the option is based on the simplified method.  This simplified method averages an award’s vesting term and its contractual term.  For all other options, the Company's expected term represents the period that the Company's stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior.

Expected Volatility – We use the trading history of our common stock in determining an estimated volatility factor when using the Black-Scholes-Merton option-pricing formula to determine the fair value of options granted.

Expected Dividend – We have not declared dividends and we do not anticipate declaring any dividends in the foreseeable future.  Therefore, we use a zero value for the expected dividend value factor when using the Black-Scholes-Merton option-pricing formula to determine the fair value of options granted.

Risk-Free Interest Rate – The Company bases the risk-free interest rate used in the Black-Scholes-Merton valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent remaining term.

Estimated Forfeitures – When estimating forfeitures, we consider voluntary and involuntary termination behavior as well as analysis of actual option forfeitures.

The fair value of the Company’s stock options granted to employees for the years ended June 30, 2013, 2012 and 2011 was estimated using the following weighted-average assumptions:

	2013			2012			2011
Expected life (years)		4			4			4
Risk-free interest rate		0.5	%		1.2	%		1.3	%
Expected volatility		78	%		82	%		87	%
Dividend yield		0	%		0	%		0	%

The weighted average grant date fair value of options granted during the years ended June 30, 2013, 2012 and 2011 was $0.52, $1.17 and $1.77, respectively.

Research and Development

Research and development costs, consisting of salaries and benefits, costs of disposables, facility costs, contracted services and stock-based compensation from the engineering, regulatory, scientific and clinical affairs departments, that are useful in developing new products, services, processes or techniques, as well as expenses for activities that may significantly improve existing products or processes are expensed as incurred.  Costs to acquire technologies that are utilized in research and development and that have no future benefit are expensed when incurred.

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents.  Our cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions, which are within the Federal Deposit Insurance Corporation insurable limits.  We have not experienced any realized losses on our deposits of cash and cash equivalents.

We manufacture and sell thermodynamic devices principally to the blood component processing industry and perform ongoing evaluations of the credit worthiness of our customers.  We believe that adequate provisions for uncollectible accounts have been made in the accompanying consolidated financial statements.  To date, we have not experienced significant credit related losses.

Segment Reporting

The Company operates in a single segment providing medical devices and disposables to hospitals and blood banks throughout the world which utilize the equipment to process blood components.

Income Taxes

The tax years 1993-2012 remain open to examination by the major taxing jurisdictions to which we are subject; however, there is no current investigation.  The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense.  To date, there have been no interest or penalties charged to the Company in relation to the underpayment of income taxes.  There were no unrecognized tax benefits during all the periods presented.

We account for income taxes using the liability method.  Under this method, deferred tax assets are based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.  These deferred tax assets include net operating loss carryforwards, research credits and deferred revenue.  The net deferred tax asset has been fully offset by a valuation allowance because of our history of losses.  Utilization of operating losses and credits may be subject to annual limitation due to ownership change provisions of the Internal Revenue Code of 1986 and similar state provisions.  The annual limitation may result in the expiration of net operating losses and credits before utilization.

Medical Device Excise Tax

We are required to pay a medical device excise tax relating to U.S. sales of Class I, II and III medical devices.  This new excise tax went into effect January 1, 2013, established as part of the March 2010 U.S. healthcare reform legislation and has been included in sales and marketing expense.

Net Loss per Share

Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding.  The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented.  Anti-dilutive securities, which consist of stock options, common stock restricted awards and warrants, that were not included in diluted net loss per common share, were 2,578,753, 2,644,209 and 2,619,807 of June 30, 2013, 2012 and 2011, respectively.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss).  As of June 30, 2013, the Company has no items of other comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the financial statements.

Reclassifications

Certain amounts in the prior year’s financial statements have been reclassified to conform with the 2013 presentation. These reclassifications had no effect on previously reported total assets, net loss or stockholders’ equity.

Recently Adopted Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, which is an update to Topic 350, “Intangibles – Goodwill and Other”.  This update provides additional guidance in performing impairment tests for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment.  The update allows an entity to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a qualitative impairment test.  We adopted ASU 2012-02 effective June 30, 2013.  The adoption of ASU 2012-02 did not have a material impact on our consolidated results of operations or financial condition.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” The guidance improves the comparability of financial reporting and facilitates the convergence of U.S. GAAP and IFRS by amending the guidance in ASC 220, “Comprehensive Income”.  Under the amended guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. We adopted this guidance retrospectively for our interim period ending September 30, 2012.  The adoption of the guidance did not have a material impact on our financial condition or results of operations.

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Updates (“ASU”) to the Fair Value Measurement Topic of the FASB ASC.  This update was issued in order to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).  The update clarifies that (i) the highest and best use concept applies only to the fair value measurement of nonfinancial assets, (ii) specific requirements pertain to measuring the fair value of instruments classified in a reporting entity’s shareholders’ equity and, (iii) a reporting entity should disclose quantitative information about unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy.  The update changes requirements with regard to the fair value of financial instruments that are managed within a portfolio and with regard to the application of premiums or discounts in a fair value measurement.  In addition, the update increased disclosure requirements regarding Level 3 fair value measurements to include the valuation processes used by the reporting entity and the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between the unobservable inputs, if any.  We adopted ASU 2011-04 effective January 1, 2012.  The adoption of ASU 2011-04 did not have a material impact on our consolidated results of operations or financial condition.

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued ASC 2013-02, which is an update to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”).  Companies are also required to present reclassifications by component when reporting changes in AOCI balances.  The updated accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012 on a prospective basis.  This guidance is not expected to have a material impact on our financial condition or results of operations.

XML

Liabilities (Details) (USD $)	Jun. 30, 2013	Jun. 30, 2012
Other current liabilities [Abstract]
Accrued warranty reserves	$ 489,000	$ 547,000
Other accrued liabilities	699,000	681,000
Other current liabilities, total	$ 1,188,000	$ 1,228,000

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

The Company was incorporated in Delaware in July 1986. The Company designs, manufactures and markets automated and semi-automated devices and single-use processing disposables that enable hospitals and blood banks to manufacture a therapeutic dose of stem cells.

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the parent company, ThermoGenesis Corp., and its wholly-owned subsidiary, Vantus (the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. During the quarter ended December 31, 2010, we dissolved our wholly-owned subsidiary, Vantus. The costs of dissolution were not material to the Company.

Use of Estimates

Use of Estimates

Preparation of financial statements in conformity with U.S. generally accepted accounting principles and pursuant to the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, the allowance for doubtful accounts, allocation of arrangement consideration, slow-moving inventory reserves, depreciation, warranty costs, certain accruals and contingencies. Actual results could materially differ from the estimates and assumptions used in the preparation of our consolidated financial statements. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying consolidated financial statements through the date of issuance.

Revenue Recognition

Revenue Recognition

Revenues from the sale of the Company’s products are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or services have been rendered), the price is fixed or determinable, and collectability is reasonably assured. We generally ship products F.O.B. shipping point. There is no conditional evaluation on any product sold and recognized as revenue. Foreign sales are denominated in U.S. dollars. Amounts billed in excess of revenue recognized are recorded as deferred revenue on the balance sheet.

The Company’s sales are generally through distributors. There is no right of return provided for distributors. For sales of products made to distributors, we consider a number of factors in determining whether revenue is recognized upon transfer of title to the distributor, or when payment is received. These factors include, but are not limited to, whether the payment terms offered to the distributor are considered to be non-standard, the distributor history of adhering to the terms of its contractual arrangements with the Company, the level of inventories maintained by the distributor, whether we have a pattern of granting concessions for the benefit of the distributor, and whether there are other conditions that may indicate that the sale to the distributor is not substantive. We currently recognize revenue primarily on the sell-in method with our distributors.

Revenue arrangements with multiple deliverables are divided into units of accounting if certain criteria are met, including whether the deliverable item(s) has/have value to the customer on a stand-alone basis. Revenue for each unit of accounting is recognized as the unit of accounting is delivered. Arrangement consideration is allocated to each unit of accounting based upon the relative estimated selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables. Estimated selling prices are determined using VSOE, when available, or an estimate of selling price when VSOE is not available for a given unit of accounting. Significant inputs for the estimates of the selling price of separate units of accounting include market and pricing trends and a customer’s geographic location. We account for training and installation, and service agreements as separate units of accounting.

Service revenue generated from contracts for providing maintenance of equipment is amortized over the life of the agreement. All other service revenue is recognized at the time the service is completed.

For licensing agreements pursuant to which we receive up-front licensing fees for products or technologies that will be provided by the Company over the term of the arrangements, we defer the up-front fees and recognize the fees as revenue on a straight-line method over the term of the respective license. For license agreements that require no continuing performance on our part, license fee revenue is recognized immediately upon grant of the license.

Shipping and handling fees billed to customers are included in net revenues, while the related costs are included in cost of revenues.

Cash and Cash Equivalents and Short-Term Investments

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short duration. As of June 30, 2013, we had no Level 1 financial instruments. As of June 30, 2012, we had $1,059,000 in money market funds classified as Level 1 assets. As of June 30, 2013 and 2012, we did not have any Level 2 or 3 financial instruments.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. We estimate our allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due.

Inventories

Inventories

Inventories are stated at the lower of cost or market and include the cost of material, labor and manufacturing overhead. Cost is determined on the first-in, first-out basis.

Inventory Reserve

Inventory Reserve

The Company provides inventory allowances when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes, which it includes as a component of cost of revenues.  Additionally, the Company provides reserves for excess and slow-moving inventory on hand that are not expected to be sold to reduce the carrying amount of slow-moving inventory to its estimated net realizable value.

Equipment

Equipment

Equipment is recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation for office, computer, machinery and equipment is computed under the straight-line method over the estimated useful lives. Leasehold improvements are depreciated under the straight line method over their estimated useful lives or the remaining lease period, whichever is shorter.

Warranty

Warranty

We provide for the estimated cost of product warranties at the time revenue is recognized. The Company’s warranty obligation is calculated based on estimated product failure rates, material usage and estimated service delivery costs incurred in correcting a product failure.

Stock-Based Compensation

Stock-Based Compensation

We have four stock-based compensation plans, which are described more fully in Note 7.

Valuation and Amortization Method – We estimate the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula.  This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term – For options which we have limited available data, the expected term of the option is based on the simplified method.  This simplified method averages an award’s vesting term and its contractual term.  For all other options, the Company's expected term represents the period that the Company's stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior.

Expected Volatility – We use the trading history of our common stock in determining an estimated volatility factor when using the Black-Scholes-Merton option-pricing formula to determine the fair value of options granted.

Expected Dividend – We have not declared dividends and we do not anticipate declaring any dividends in the foreseeable future.  Therefore, we use a zero value for the expected dividend value factor when using the Black-Scholes-Merton option-pricing formula to determine the fair value of options granted.

Risk-Free Interest Rate – The Company bases the risk-free interest rate used in the Black-Scholes-Merton valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent remaining term.

Estimated Forfeitures – When estimating forfeitures, we consider voluntary and involuntary termination behavior as well as analysis of actual option forfeitures.

The fair value of the Company’s stock options granted to employees for the years ended June 30, 2013, 2012 and 2011 was estimated using the following weighted-average assumptions:

	2013			2012			2011
Expected life (years)		4			4			4
Risk-free interest rate		0.5	%		1.2	%		1.3	%
Expected volatility		78	%		82	%		87	%
Dividend yield		0	%		0	%		0	%

The weighted average grant date fair value of options granted during the years ended June 30, 2013, 2012 and 2011 was $0.52, $1.17 and $1.77, respectively.

Research and Development

Research and Development

Research and development costs, consisting of salaries and benefits, costs of disposables, facility costs, contracted services and stock-based compensation from the engineering, regulatory, scientific and clinical affairs departments, that are useful in developing new products, services, processes or techniques, as well as expenses for activities that may significantly improve existing products or processes are expensed as incurred. Costs to acquire technologies that are utilized in research and development and that have no future benefit are expensed when incurred.

Credit Risk

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Our cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions, which are within the Federal Deposit Insurance Corporation insurable limits. We have not experienced any realized losses on our deposits of cash and cash equivalents.

We manufacture and sell thermodynamic devices principally to the blood component processing industry and perform ongoing evaluations of the credit worthiness of our customers. We believe that adequate provisions for uncollectible accounts have been made in the accompanying consolidated financial statements. To date, we have not experienced significant credit related losses.

Segment Reporting

Segment Reporting

The Company operates in a single segment providing medical devices and disposables to hospitals and blood banks throughout the world which utilize the equipment to process blood components.

Income Taxes

Income Taxes

The tax years 1993-2012 remain open to examination by the major taxing jurisdictions to which we are subject; however, there is no current investigation.  The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense.  To date, there have been no interest or penalties charged to the Company in relation to the underpayment of income taxes.  There were no unrecognized tax benefits during all the periods presented.

We account for income taxes using the liability method.  Under this method, deferred tax assets are based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.  These deferred tax assets include net operating loss carryforwards, research credits and deferred revenue.  The net deferred tax asset has been fully offset by a valuation allowance because of our history of losses.  Utilization of operating losses and credits may be subject to annual limitation due to ownership change provisions of the Internal Revenue Code of 1986 and similar state provisions.  The annual limitation may result in the expiration of net operating losses and credits before utilization.

Medical Device Excise Tax

Medical Device Excise Tax

We are required to pay a medical device excise tax relating to U.S. sales of Class I, II and III medical devices.  This new excise tax went into effect January 1, 2013, established as part of the March 2010 U.S. healthcare reform legislation and has been included in sales and marketing expense.

Net Loss per Share

Net Loss per Share

Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which consist of stock options, common stock restricted awards and warrants, that were not included in diluted net loss per common share, were 2,578,753, 2,644,209 and 2,619,807 of June 30, 2013, 2012 and 2011, respectively.

Comprehensive Loss

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). As of June 30, 2013, the Company has no items of other comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the financial statements.

Reclassification

Reclassifications

Certain amounts in the prior year’s financial statements have been reclassified to conform with the 2013 presentation. These reclassifications had no effect on previously reported total assets, net loss or stockholders’ equity.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In July 2012, the FASB issued ASU 2012-02, which is an update to Topic 350, “Intangibles – Goodwill and Other”. This update provides additional guidance in performing impairment tests for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment. The update allows an entity to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a qualitative impairment test. We adopted ASU 2012-02 effective June 30, 2013. The adoption of ASU 2012-02 did not have a material impact on our consolidated results of operations or financial condition.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” The guidance improves the comparability of financial reporting and facilitates the convergence of U.S. GAAP and IFRS by amending the guidance in ASC 220, “Comprehensive Income”. Under the amended guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. We adopted this guidance retrospectively for our interim period ending September 30, 2012. The adoption of the guidance did not have a material impact on our financial condition or results of operations.

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Updates (“ASU”) to the Fair Value Measurement Topic of the FASB ASC. This update was issued in order to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). The update clarifies that (i) the highest and best use concept applies only to the fair value measurement of nonfinancial assets, (ii) specific requirements pertain to measuring the fair value of instruments classified in a reporting entity’s shareholders’ equity and, (iii) a reporting entity should disclose quantitative information about unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. The update changes requirements with regard to the fair value of financial instruments that are managed within a portfolio and with regard to the application of premiums or discounts in a fair value measurement. In addition, the update increased disclosure requirements regarding Level 3 fair value measurements to include the valuation processes used by the reporting entity and the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between the unobservable inputs, if any. We adopted ASU 2011-04 effective January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on our consolidated results of operations or financial condition.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued ASC 2013-02, which is an update to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). Companies are also required to present reclassifications by component when reporting changes in AOCI balances. The updated accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012 on a prospective basis. This guidance is not expected to have a material impact on our financial condition or results of operations.

XML

Concentrations

12 Months Ended

Jun. 30, 2013

Concentrations [Abstract]

Concentrations

9. Concentrations

At June 30, 2013, we had four distributors that individually accounted for 28%, 18%, 10% and 10% of accounts receivable. At June 30, 2012, we had five distributors that individually accounted for 22%, 13%, 13%, 12% and 10% of accounts receivable.

Revenues from one distributor totaled $3,755,000 or 21%, $6,746,000 or 35% and $7,824,000 or 33% of net revenues during the years ended June 30, 2013, 2012 and 2011, respectively. For the year ended June 30, 2013, a substantial portion of the distributor’s revenue came from one customer. Revenues from another distributor totaled $2,299,000 or 13%, $1,870,000 or 10% and $2,229,000 or 10% of net revenues for the years ended June 30, 2013, 2012 and 2011 respectively. Revenues from two other distributors totaled 11% each for the year ended June 30, 2013.

The following is a summary of product revenues as a percentage of total net revenues for the Company’s principal product lines:

	2013			2012			2011
AXP		41	%		39	%		34	%
BioArchive		20	%		21	%		28	%
Other cord blood		13	%		12	%		9	%
Res-Q/MXP		13	%		11	%		10	%
ThermoLine		3	%		4	%		6	%
CryoSeal		2	%		7	%		3	%

We had sales to customers as follows for the years ended June 30:

	2013		2012		2011
United States	$	8,011,000	$	10,783,000	$	13,745,000
China		2,058,000		609,000		778,000
Hong Kong		2,006,000		514,000		584,000
Asia - other		1,855,000		2,887,000		2,335,000
Europe		2,030,000		1,806,000		3,453,000
South America		831,000		1,505,000		1,904,000
Other		1,172,000		919,000		601,000
	$	17,963,000	$	19,023,000	$	23,400,000

The Company has a contract manufacturer in Costa Rica that produces certain disposables. The Company provides AXP equipment to its distributor in China for use by end-user customers. The Company’s net equipment is summarized below by geographic area:

	June 30, 2013		June 30, 2012
United States	$	1,005,000	$	1,269,000
China		678,000		151,000
Costa Rica		403,000		205,000
All other countries		122,000		27,000
Total equipment, net	$	2,208,000	$	1,652,000

XML

Equipment (Tables)

12 Months Ended

Jun. 30, 2013

Equipment [Abstract]

Equipment

Equipment consisted of the following at June 30:

	2013			2012			Estimated Useful Life
Machinery and equipment	$	4,004,000		$	3,496,000		3-10 years or lease term
Computer and software		744,000			864,000		2-5 years
Office equipment		542,000			563,000		5-10 years
Leasehold improvements		195,000			205,000		shorter of 5 years or lease term
		5,485,000			5,128,000
Less accumulated depreciation and amortization		(3,277,000	)		(3,476,000	)
	$	2,208,000		$	1,652,000

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies [Abstract]

Fair value of stock options granted to employees estimated using weighted-average assumptions

The fair value of the Company’s stock options granted to employees for the years ended June 30, 2013, 2012 and 2011 was estimated using the following weighted-average assumptions:

	2013			2012			2011
Expected life (years)		4			4			4
Risk-free interest rate		0.5	%		1.2	%		1.3	%
Expected volatility		78	%		82	%		87	%
Dividend yield		0	%		0	%		0	%

XML

Document and Entity Information	12 Months Ended
	Jun. 30, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	THERMOGENESIS CORP
Entity Central Index Key	0000811212
Current Fiscal Year End Date	--06-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Document Type	S-4/A
Amendment Flag	false
Document Period End Date	Jun. 30, 2013

XML

Inventories (Tables)

12 Months Ended

Jun. 30, 2013

Inventories [Abstract]

Inventories

Inventories consisted of the following at June 30:

	2013		2012
Raw materials	$	981,000	$	1,598,000
Work in process		2,066,000		2,209,000
Finished goods		1,212,000		2,483,000
	$	4,259,000	$	6,290,000