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 25, 2022

THERMOGENESIS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-82900	94-3018487
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2711 Citrus Road, Rancho Cordova, California	95742
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 753-0624

N/A
(Former Name or Former Address, if Changed Since Last Report)

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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2022, ThermoGenesis Holdings, Inc., a Delaware corporation (the "Company"), announced the pricing of a public offering (the "Offering") of an aggregate of 11,783,572 units (the "Units") and 2,892,858 pre-funded units (the “Pre-Funded Units”) for a purchase price of $0.14 per unit, resulting in aggregate gross proceeds of approximately $2.05 million. Each Unit consists of one share of the Company's common stock, par value $0.001 per share ("Common Stock"), and one common warrant to purchase one share of Common Stock, and each Pre-Funded Unit consists of one pre‑funded warrant to purchase one share of Common Stock and one common warrant to purchase one share of Common Stock.

In connection with the Offering, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with one investor in the Offering. The Pre-Funded Units were sold to a purchaser whose purchase of Units in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of the outstanding Common Stock immediately following the consummation of the Offering. Each pre-funded warrant contained in a Pre-Funded Unit will be immediately exercisable for one share of Common Stock at an exercise price of $0.001 per share and will remain exercisable until exercised in full.

The common warrants included in the Units and the Pre-Funded Units will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants (the “Warrant Stockholder Approval”) and will expire on the fifth anniversary of the effective date of the Warrant Stockholder Approval, subject to adjustment in certain circumstances. The shares of Common Stock or pre‑funded warrants included in the Pre-Funded Units, as the case may be, and the common warrants were offered together, but the securities contained in the Units or Pre-Funded Units will be issued separately.

A registration statement on Form S-1 relating to the Offering (File No. 333-264242) was declared effective by the Securities and Exchange Commission on October 25, 2022.  The Offering is being made only by means of a prospectus forming a part of the effective registration statement.

The Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Under the Purchase Agreement, the Company is prohibited, for a period of ninety (90) days after the closing, from effecting or entering into an agreement to issue Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, Common Stock.

The net proceeds to the Company from the Offering are expected to be approximately $1.57 million, after deducting estimated placement agent's fees and expenses and estimated Offering expenses and excluding any proceeds that may be received upon exercise of the common warrants.  The Company intends to use the net proceeds to acquire various equipment, hire personnel, and to fund other expenses, all in furtherance of its planned Contract Development and Manufacturing Organization (or CDMO) for cell and cell-based gene therapies business, and for other general corporate purposes, including working capital.

The Company has agreed to pay the placement agent, H.C. Wainwright & Co., LLC (the "Placement Agent"), a placement agent fee equal to seven percent (7%) of the aggregate gross proceeds to the Company from the sale of the securities in the Offering. In addition, the Company has agreed to pay the Placement Agent a management fee equal to 1.0% of the gross proceeds from this Offering, $10,273.50 for non-accountable expenses, an expense allowance of $100,000 for legal fees and other out-of-pocket expenses, up to $2,500 for third party electronic road show expenses, and $15,950 for clearing fees, subject to compliance with FINRA Rule 5110(f)(2)(D)(i). 

The foregoing description of the form of Purchase Agreement, the pre-funded warrants and the common warrants are not complete and are qualified in its entirety by reference to the full text of the Purchase Agreement, the form of pre-funded warrant and the form of common warrant, copies of which are filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.

The disclosures in this Current Report on Form 8-K and in the attached press releases shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Item 8.01 Other Events.

On October 28, 2022, the Company completed the Offering and issued a press release regarding the completion of the Offering. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.	Description
4.1	Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 10.41 to Amendment No. 1 to Form S-1 filed with the SEC on April 29, 2022).
4.2	Form of Common Warrant (Incorporated by reference to Exhibit 10.40 to Amendment No. 3 to Form S-1 filed with the SEC on October 17, 2022).
10.1	Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.39 to Amendment No. 3 to Form S-1 filed with the SEC on October 17, 2022).
99.1	Press Release issued October 28, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	THERMOGENESIS HOLDINGS, INC.
Dated:   October 28, 2022	/s/ Jeffery Cauble
	Jeffery Cauble, Chief Financial Officer

EX-99.1

Exhibit 99.1

THERMOGENESIS CLOSES $2.05 MILLION PUBLIC OFFERING

RANCHO CORDOVA, CA — October 28, 2022 — ThermoGenesis Holdings, Inc. (NASDAQ: THMO) (the “Company”), a market leader in automated cell processing and point-of-care, autologous cell-based therapies, today announced the closing of its previously announced public offering of 11,783,572 shares of its common stock, $0.001 par value (the “Common Shares”), 2,892,858 pre-funded warrants to purchase Common Shares, and warrants to purchase up to an aggregate 14,676,430 Common Shares at an offering price to the public of $0.14 per share and associated warrant, for aggregate gross proceeds of approximately $2.05 million excluding the proceeds, if any, from the exercise of the warrants.

The warrants to purchase Common Shares will be exercisable at an exercise price of $0.14 per share beginning on the effective date of Company stockholder approval of the issuance of the shares upon exercise of the warrants (the “Warrant Stockholder Approval”) and will expire on the fifth anniversary of the effective date of the Warrant Stockholder Approval.

H.C. Wainwright & Co. acted as exclusive placement agent for the offering.

The securities were offered and sold pursuant to a registration statement on Form S-1, as amended (File No. 333-264242), previously filed with the Securities and Exchange Commission (“SEC”) and declared effective on October 25, 2022. The securities may only be offered by means of a prospectus forming part of the effective registration statement. The final prospectus related to the offering was filed with the SEC on October 27, 2022. Electronic copies of the final prospectus relating to the offering may be obtained for free by visiting the SEC's website at www.sec.gov or from H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, by email at placements@hcwco.com or by telephone at (212) 856-5711.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About ThermoGenesis Holdings, Inc.

ThermoGenesis Holdings, Inc. develops, commercializes, and markets a range of automated technologies for CAR-T and other cell-based therapies. The Company currently markets a full suite of solutions for automated clinical biobanking, point-of-care applications, and automation for immuno-oncology, including its semi-automated, functionally closed CAR-TXpress™ platform, which streamlines the manufacturing process for the emerging CAR-T immunotherapy market. For more information about ThermoGenesis, please visit: www.thermogenesis.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. When used in this press release, the words "anticipate," "believe," "estimate," "expect" and similar expressions as they relate to the Company, or its management are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in or implied by these forward-looking statements. Readers should be aware of important factors that, in some cases, have affected, and in the future could affect, actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. These factors include without limitation, market and other conditions, the expected use of the net proceeds from the offering, the ability to obtain capital and other financing in the amounts and at the times needed to launch new products, market acceptance of new products, the nature and timing of regulatory approvals for both new products and existing products for which the Company proposes new claims, realization of forecasted revenues, expenses and income, initiatives by competitors, price pressures, failure to meet FDA regulated requirements governing the Company’s products and operations (including the potential for product recalls associated with such regulations), risks associated with initiating manufacturing for new products, failure to meet Foreign Corrupt Practice Act regulations, legal proceedings, uncertainty associated with the COVID-19 pandemic, and other risk factors listed from time to time in our reports with the Securities and Exchange Commission, including, in particular, those set forth in ThermoGenesis Holdings’ Form 10-K for the year ended December 31, 2021.

Company Contact:
Wendy Samford
916-858-5191
ir@thermogenesis.com

Investor Contact:
Rx Communications
Paula Schwartz
917-322-2216
pschwartz@rxir.com

-2-

XML

Document And Entity Information	Oct. 25, 2022
Document Information [Line Items]
Entity, Registrant Name	THERMOGENESIS HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Oct. 25, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	333-82900
Entity, Tax Identification Number	94-3018487
Entity, Address, Address Line One	2711 Citrus Road
Entity, Address, City or Town	Rancho Cordova
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	95742
City Area Code	949
Local Phone Number	753-0624
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000811212