8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2015

CESCA THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware	000-16375	94-3018487
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2711 Citrus Road

Rancho Cordova, California 95742

(Address and telephone number of principal executive offices) (Zip Code)

(916) 858-5100

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On October 30, 2015, Cesca Therapeutics Inc. (the “Company”) held its special meeting of stockholders (“Special Meeting”) at 400 Capitol Mall, Suite 1100, Sacramento, California, 95814, at 9:00 a.m. (PST). As discussed under Item 5.07 of this Current Report on Form 8-K, the Corporation’s stockholders approved an amendment of the Corporation’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 350,000,000 (the “Amendment”). The Amendment became effective October 30, 2015 upon the Corporation’s filing of a Certificate of Amendment to the Corporation’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Certificate of Amendment”). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.5 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a vote of Security Holders.

At the Special Meeting, two (2) proposals were submitted to, and approved by, the Corporation’s stockholders. The final voting results are below.

1. To approve, pursuant to Nasdaq Marketplace Rule 5635(d), of the issuance in excess of 20% of the Company’s currently outstanding shares of common stock upon the conversion of debentures and exercise of warrants to purchase shares of common stock in connection with a financing.

For	Against	Abstain
24,680,284	906,423	168,237

2. To approve an amendment to Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 350,000,000.

For	Against	Abstain
24,388,033	1,252,809	114,102

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Exhibit Description
3.5	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cesca Therapeutics Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cesca Therapeutics Inc.
	a Delaware Corporation
Dated: November 5, 2015	/s/ Michael Bruch
	Michael Bruch,
	Chief Financial Officer

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EX-3.5

Exhibit 3.5

CERTIFICATE OF AMENDMENT
TO THE SIXTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
CESCA THERAPEUTICS INC.

Cesca Therapeutics Inc., a corporation organized under and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that:

FIRST: The name of the Corporation is CESCA THERAPEUTICS INC.

SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law, adopted resolutions to amend the first paragraph of Article FOURTH of the Sixth Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety:

“The Corporation is authorized to issue two classes of stock, designated Common Stock, $0.001 par value (“Common Stock”) and Preferred Stock, $0.001 par value (“Preferred Stock”). The total number of shares which the Corporation is authorized to issue is Three Hundred Fifty Two million (352,000,000). The total number of shares of Common Stock is Three Hundred Fifty Million (350,000,000) and the total number of Shares of Preferred Stock is Two Million (2,000,000).”

THIRD: This Certificate of Amendment to the Restated Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly approved by the required vote of stockholders of the Corporation in accordance with Sections 222 and 242 of the Delaware General Corporation Law.

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IN WITNESS WHEREOF, said Certificate of Amendment to the Restated Certificate of Incorporation has been duly executed by its authorized officer this 30^th day of October 2015.

CESCA THERAPEUTICS INC.

/s/ Robin C. Stracey

Robin C. Stracey, Chief Executive Officer

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