11.

Stockholders

Equity

Common Stock

March 25, 2020,

the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with

three

institutional and accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering (the “RDO”), an aggregate of

1,000,002

shares of the Company's common stock at an offering price of

$3.50

per share, for gross proceeds of approximately

$3,500,000

before the deduction of

$393,000

in placement agent fees and offering expenses. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

December 13, 2019,

the Company entered into an At The Market Offering Agreement, by and between the Company and H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”) (the “ATM Agreement”), pursuant to which the Company

may

offer and sell, from time to time through H.C. Wainwright, shares of the Company's common stock, having an aggregate offering price of up to

$4,400,000

and on

May 19, 2020

the ATM Agreement was amended to increase the aggregate value of up to

$15,280,313

(the “HCW Shares”). As of

December 31, 2020,

the Company sold a total of

2,620,652

shares of the Company's common stock for aggregate gross proceeds of

$8,224,000

at an average selling price of

$3.14

per share, resulting in net proceeds of approximately

$7,731,000

after deducting legal expenses, audit fees, commissions and other transaction costs of approximately

$493,000.

April 18, 2019,

the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company agreed to issue and sell to such investor (the

“April

Offering”)

444,445

pre-funded warrants to purchase shares of common stock for a purchase price of

$1.70

per pre-funded warrant. Each pre-funded warrant is immediately exercisable for

one

share of common stock at an exercise price of

$0.10

per share and will remain exercisable until exercised in full. The gross proceeds to the Company, excluding the proceeds, if any, from the exercise of the pre-funded warrants, was approximately

$756,000.

The

April

Offering closed on

April 26, 2019

and the pre-funded warrants were accounted for as equity by the Company. Subject to certain exceptions, in the event the Company sells or issues any shares of common stock or common stock equivalents at a lower price during the period beginning on the closing date of the

April

Offering and ending on the date that is

three

-hundred and

sixty-five

(

365

) days following such date, the Company is required to issue to the investor a number of shares of common stock (or additional pre-funded warrants to purchase shares of common stock) equal to the number of shares the investor would have received had the purchase price for such shares been at such lower purchase price. As of

December 31, 2020,

all pre-funded warrants issued in the

April

Offering had been exercised.

Warrants

A summary of warrant activity is as follows:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contract Term
Balance at January 1, 2019		1,726,522		$	29.88		2.20
Warrants granted		444,445		$	0.10
Warrants exercised		(435,264	)	$	0.35
Warrants expired/canceled		(19,637	)
Outstanding at December 31, 2019		1,716,066		$	25.23		1.57
Exercisable at December 31, 2019		1,646,214		$	22.91		1.63

Balance at January 1, 2020		1,716,066		$	25.23		1.57
Warrants granted		--		$	--
Warrants exercised		(599,582	)	$	2.81
Warrants expired/canceled		--
Outstanding at December 31, 2020		1,116,484		$	37.27		0.49
Exercisable at December 31, 2020		1,046,631		$	34.42		0.54

Equity Plans and Agreements

The Amended

2016

Equity Incentive Plan (the “Amended

2016

Plan”) was approved by the stockholders in

May 2017,

under which up to

600,000

may

be issued pursuant to grants of shares, options, or other forms of incentive compensation. On

June 22, 2018,

the stockholders approved an amendment to the Amended

2016

Plan to increase the number of shares that

may

be issued to

1,325,000

shares. On

May 30, 2019,

the shareholders approved an amendment to the Amended

2016

Plan to increase the number of shares that

may

be issued from

1,325,000

shares to

3,925,000

shares. As of

December 31, 2020,

386,436

awards were available for issuance under the Amended

2016

Plan.

The

2012

Independent Director Plan (the

“2012

Plan”) permits the grant of stock or options to independent directors. A total of

2,500

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 in monthly increments over

one

year, unless otherwise determined by our Board of Directors. As of

December 31, 2020,

there were

234

shares available for issuance.

December 29, 2017,

the Board of Directors of ThermoGenesis Corp. adopted the ThermoGenesis Corp.

2017

Equity Incentive Plan (the “ThermoGenesis Plan”) and on the same day granted options to purchase an aggregate of

280,000

shares of ThermoGenesis Corp. common stock to employees, directors, consultants, and advisors of ThermoGenesis Corp. The ThermoGenesis Plan was unanimously approved by the ThermoGenesis stockholders (including the Company) on

December 29, 2017.

The ThermoGenesis Plan authorizes the issuance of up to

1,000,000

shares of ThermoGenesis common stock. There are

20,000

shares available for issuance as of

December 31, 2020.

June 4, 2020,

the Chief Executive Officer, Chief Financial Officer and other employees were granted

565,500

options to purchase shares of the Company's common stock at an exercise price of

$5.94

per share. The options vest in

four

equal installments on the date of grant and the

first

four

anniversaries of the grant date. The grants are subject to approval of the

2016

Plan Amendment by the Company's stockholders at the Company's

2021

Annual Meeting of Stockholders.

Stock Based Compensation

The Company recorded stock-based compensation of

$880,000

for the year ended

December 31, 2020

and

$614,000

for the year ended

December 31, 2019,

as comprised of the following:

	Year Ended December 31,
	2020		2019
Cost of revenues	$	9,000	$	3,000
Sales and marketing		176,000		185,000
Research and development		114,000		98,000
General and administrative		581,000		328,000
	$	880,000	$	614,000

Stock Options

The Company issues 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 January 1, 2020		291,807		$	13.96		8.3	$	280,000


Granted		615,500		$	5.92
Forfeited/cancelled		(17,671	)	$	5.63			$	1,840
Outstanding at December 31, 2020		889,636		$	8.57		8.7	$	--
Vested and Expected to Vest at December 31, 2020		598,092		$	9.72		8.5	$	--
Exercisable at December 31, 2020		230,836		$	15.21		7.5	$	--

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.

Non-vested stock option activity for the year ended

December 31, 2020,

is as follows:

	Non-vested Stock Options			Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2020		144,683		$	6.38
Granted		615,500		$	5.05
Vested		(88,683	)	$	5.72
Cancelled/forfeited		(12,700	)	$	4.82
Outstanding at December 31, 2020		658,800		$	5.25

The fair value of the Company's stock options granted for the years ended

December 31, 2020

and

December 31, 2019

was estimated using the following weighted-average assumptions:

	Year Ended December 31,
	2020	2019
Expected life (years)	6	5
Expected volatility	116%	103%
Risk-free interest rate	0.54%	1.68%
Dividend yield	0%	0%

The weighted average grant date fair value of options granted during the years ended

December 31, 2020

and

2019

was

$5.05

and

$3.30

respectively.

December 31, 2020,

the total compensation cost related to options granted under the Company's stock option plans but

not

yet recognized was

$2,148,000.

This cost will be amortized on a straight-line basis over a weighted-average period of approximately

three

years and will be adjusted for subsequent forfeitures.