10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022.

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from _____________ to _______________.

Commission File Number: 333-82900

ThermoGenesis Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation) 94-3018487 (I.R.S. Employer Identification No.)

2711 Citrus Road

Rancho Cordova, California 95742

(Address of principal executive offices) (Zip Code)

(916) 858-5100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value	THMO	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐     Accelerated filer ☐     Non-accelerated filer ☒     Smaller reporting company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at November 8, 2022
Common stock, $.001 par value	45,997,792

ThermoGenesis Holdings, Inc.

INDEX

	Page Number
PART I               FINANCIAL INFORMATION
ITEM 1.   Financial Statements	1
ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 3.   Quantitative and Qualitative Disclosures about Market Risk	20
ITEM 4.   Controls and Procedures	20
PART II  OTHER INFORMATION
ITEM 1.   Legal Proceedings	21
ITEM 1A.   Risk Factors	21
ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds	21
ITEM 3.   Defaults upon Senior Securities	21
ITEM 4.   Mine Safety Disclosure	21
ITEM 5.   Other Information	21
ITEM 6.   Exhibits	22
Signatures	23

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ThermoGenesis Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	3,903,000		$	7,280,000
Accounts receivable, net of allowance for doubtful accounts of $149,000 ($156,000 at December 31, 2021)		2,056,000			733,000
Inventories		4,912,000			5,373,000
Prepaid expenses and other current assets		612,000			1,578,000
Total current assets		11,483,000			14,964,000
Inventories non-current, net		930,000			1,709,000
Equipment and leasehold improvements, net		1,271,000			1,261,000
Right-of-use operating lease assets, net		426,000			571,000
Right-of-use operating lease assets – related party, net		3,653,000			--
Goodwill		781,000			781,000
Other intangible assets, net		1,294,000			1,318,000
Other assets		255,000			48,000
Total assets	$	20,093,000		$	20,652,000
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,007,000		$	1,280,000
Accrued payroll and related expenses		493,000			348,000
Deferred revenue – short-term		841,000			719,000
Convertible promissory note – related party		5,133,000			--
Interest payable – related party		1,099,000			2,231,000
Convertible promissory note, net		1,000,000			813,000
Other current liabilities		1,395,000			957,000
Total current liabilities		10,968,000			6,348,000
Convertible promissory note – related party, net		--			9,245,000
Operating lease obligations – long-term		205,000			398,000
Operating lease obligations – related party – long-term		3,622,000			--
Deferred revenue – long-term		1,014,000			1,244,000
Other noncurrent liabilities		18,000			20,000
Total liabilities		15,827,000			17,255,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 2,000,000 shares authorized, none outstanding		--			--
Common stock, $0.001 par value; 350,000,000 shares authorized; 31,321,362 issued and outstanding (11,911,784 at December 31, 2021)		31,000			12,000
Additional paid in capital		267,731,000			268,447,000
Accumulated deficit		(262,761,000	)		(264,662,000	)
Accumulated other comprehensive loss		98,000			31,000
Total ThermoGenesis Holdings, Inc. stockholders’ equity		5,099,000			3,828,000
Noncontrolling interests		(833,000	)		(431,000	)
Total equity		4,266,000			3,397,000
Total liabilities and equity	$	20,093,000		$	20,652,000

See accompanying notes to the condensed consolidated financial statements.

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ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net revenues	$	2,115,000		$	3,158,000		$	7,807,000		$	6,876,000
Cost of revenues		1,678,000			2,043,000			5,491,000			4,067,000
Gross profit		437,000			1,115,000			2,316,000			2,809,000
Expenses:
Selling, general and administrative		1,982,000			1,677,000			5,665,000			7,171,000
Research and development		470,000			543,000			1,317,000			1,544,000
Total operating expenses		2,452,000			2,220,000			6,982,000			8,715,000
Loss from operations		(2,015,000	)		(1,105,000	)		(4,666,000	)		(5,906,000	)
Other expenses:
Interest expense		(1,391,000	)		(1,530,000	)		(3,572,000	)		(4,573,000	)
Gain on extinguishment of debt		--			--			--			652,000
Other income/(expense)		3,000			843,000			(1,000	)		833,000
Total other expense		(1,388,000	)		(687,000	)		(3,573,000	)		(3,088,000	)
Net loss		(3,403,000	)		(1,792,000	)		(8,239,000	)		(8,994,000	)
Loss attributable to noncontrolling interests		(163,000	)		(18,000	)		(402,000	)		(269,000	)
Net loss attributable to common stockholders	$	(3,240,000	)	$	(1,774,000	)	$	(7,837,000	)	$	(8,725,000	)
COMPREHENSIVE LOSS
Net loss	$	(3,403,000	)	$	(1,792,000	)	$	(8,239,000	)	$	(8,994,000	)
Other comprehensive loss:
Foreign currency translation adjustments gain (loss)		22,000			(1,000	)		67,000			12,000
Comprehensive loss		(3,381,000	)		(1,793,000	)		(8,172,000	)		(8,982,000	)
Comprehensive loss attributable to noncontrolling interests		(163,000	)		(18,000	)		(402,000	)		(269,000	)
Comprehensive loss attributable to common stockholders	$	(3,218,000	)	$	(1,775,000	)	$	(7,770,000	)	$	(8,713,000	)
Per share data:
Basic and diluted net loss per common share	$	(0.10	)	$	(0.15	)	$	(0.41	)	$	(0.74	)
Weighted average common shares outstanding – basic and diluted		31,265,797			11,911,784			19,075,331			11,757,211

See accompanying notes to the condensed consolidated financial statements.

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ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Equity

For the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)

	Shares		Common Stock		Paid in Capital in Excess of Par			Accumulated Deficit			AOCL*		Non- Controlling Interests			Total Equity
Balance at January 1, 2022		11,911,784	$	12,000	$	268,447,000		$	(264,662,000	)	$	31,000	$	(431,000	)	$	3,397,000
Adoption of ASU 2020-06		--		--		(10,681,000	)		9,739,000			--		--			(942,000	)
Stock-based compensation expense		--		--		42,000			--			--		--			42,000
Issuance of common stock via at-the-market offering, net		918,093		1,000		593,000			--			--		--			594,000
Related party convertible note price reset						213,000											213,000
Foreign currency translation gain		--		--		--			--			14,000		--			14,000
Net loss		--		--		--			(1,910,000	)		--		(126,000	)		(2,036,000	)
Balance at March 31, 2022		12,829,877	$	13,000	$	258,614,000		$	(256,833,000	)	$	45,000	$	(557,000	)	$	1,282,000
Stock-based compensation expense		--		--		72,000			--			--		--			72,000
Issuance of common stock via at-the-market offering, net		4,397,329		4,000		1,446,000			--			--		--			1,450,000
Related party convertible note price reset		--		--		2,475,000			--			--		--			2,475,000
Conversion of related party note payable to common stock		10,552,234		11,000		2,989,000			--			--		--			3,000,000
Foreign currency translation gain		--		--		--			--			31,000		--			31,000
Net loss		--		--		--			(2,688,000	)		--		(113,000	)		(2,801,000	)
Balance at June 30, 2022		27,779,440		28,000		265,596,000			(259,521,000	)		76,000		(670,000	)		5,509,000
Stock-based compensation expense		--		--		70,000			--			--		--			70,000
Issuance of common stock via at-the-market offering, net		3,541,922		3,000		990,000			--			--		--			993,000
Related party convertible note price reset		--		--		1,075,000			--			--		--			1,075,000
Foreign currency translation gain		--		--		--			--			22,000		--			22,000
Net loss		--		--		--			(3,240,000	)		--		(163,000	)		(3,403,000	)
Balance at September 30, 2022		31,321,362	$	31,000	$	267,731,000		$	(262,761,000	)	$	98,000	$	(833,000	)	$	4,266,000

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	Shares		Common Stock		Paid in Capital in Excess of Par		Accumulated Deficit			AOCL*			Non- Controlling Interests			Total Equity
Balance at January 1, 2021		8,934,952	$	9,000	$	259,058,000	$	(253,283,000	)	$	16,000		$	70,000		$	5,870,000
Stock-based compensation expense		--		--		258,000		--			--			--			258,000
Issuance of common stock via at-the-market offering, net		2,976,832		3,000		6,829,000		--			--			--			6,832,000
Foreign currency translation gain		--		--		--		--			1,000			--			1,000
Net loss		--		--		--		(2,413,000	)		--			(118,000	)		(2,531,000	)
Balance at March 31, 2021		11,911,784	$	12,000	$	266,145,000	$	(255,696,000	)	$	17,000		$	(48,000	)	$	10,430,000
Stock-based compensation expense		--		--		2,099,000		--			--			--			2,099,000
Foreign currency translation gain		--		--		--		--			12,000			--			12,000
Net loss		--		--		--		(4,539,000	)		--			(133,000	)		(4,672,000	)
Balance at June 30, 2021		11,911,784	$	12,000	$	268,244,000	$	(260,235,000	)	$	29,000		$	(181,000	)	$	7,869,000
Stock-based compensation expense		--		--		92,000		--			--			--			92,000
Foreign currency translation gain		--		--		--		--			(1,000	)		--			(1,000	)
Net loss		--		--		--		(1,774,000	)		--			(18,000	)		(1,792,000	)
Balance at September 30, 2021		11,911,784	$	12,000	$	268,336,000	$	(262,009,000	)	$	28,000		$	(199,000	)	$	6,168,000

* Accumulated other comprehensive loss.

See accompanying notes to the condensed consolidated financial statements.

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ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(8,239,000	)	$	(8,994,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		666,000			477,000
Stock based compensation expense		184,000			2,449,000
Amortization of debt discount, net		1,897,000			2,723,000
Reserve for excess and slow-moving inventories		654,000			336,000
Gain on extinguishment of debt		--			(652,000	)
Net change in operating assets and liabilities:
Accounts receivable		(1,323,000	)		(1,190,000	)
Inventories		582,000			(742,000	)
Prepaid expenses and other assets		757,000			(260,000	)
Accounts payable		(210,000	)		145,000
Interest payable – related party		(1,132,000	)		(413,000	)
Accrued payroll and related expenses		145,000			111,000
Deferred revenue – short-term		122,000			334,000
Other current liabilities		446,000			(271,000	)
Long-term deferred revenue and other noncurrent liabilities		(650,000	)		(347,000	)
Net cash used in operating activities		(6,101,000	)		(6,294,000	)
Cash flows from investing activities:
Capital expenditures		(308,000	)		(64,000	)
Net cash used in investing activities		(308,000	)		(64,000	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of expenses		3,037,000			6,832,000
Net cash provided by financing activities		3,037,000			6,832,000
Effects of foreign currency rate changes on cash and cash equivalents		(5,000	)		(1,000	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(3,377,000	)		473,000
Cash, cash equivalents and restricted cash at beginning of period		7,280,000			7,161,000
Cash, cash equivalents and restricted cash at end of period	$	3,903,000		$	7,634,000
Supplemental disclosures of cash flow information:
Cash paid for related party interest	$	2,628,000		$	2,082,000
Cash paid for interest	$	180,000		$	180,000
Right-to-use asset acquired under operating lease	$	3,863,000			--
Related party promissory note converted to common stock	$	3,000,000			--
Related party convertible note price reset	$	3,763,000			--
Transfer of inventory to fixed assets		--		$	181,000

See accompanying notes to the condensed consolidated financial statements.

5

ThermoGenesis Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

ThermoGenesis Holdings, Inc. (“ThermoGenesis Holdings,” the “Company,” “we,” “our,” “us”) develops and commercializes a range of automated technologies for cell-banking, cell-processing, and cell-based therapeutics. Since the 1990’s, ThermoGenesis Holdings has been a pioneer in, and a leading provider of automated systems that isolate, purify and cryogenically store units of hematopoietic stem and progenitor cells for the cord blood banking industry. The Company was founded in 1986 and is incorporated in the State of Delaware and headquartered in Rancho Cordova, CA.

Medical Device Products for Automated Cell Processing

The Company provides the AutoXpress® and BioArchive® platforms for automated clinical bio-banking, PXP® platform for point-of-care cell-based therapies and the CAR-TXpress™ platform for large scale cell manufacturing services. All product lines are reporting as a single reporting segment in the financial statements.

Planned CDMO Business

In March 2022, our Board of Directors approved the planned expansion of the Company’s business to include contract development and manufacturing services for cell and cell-based gene therapies. The Company plans to develop and build-out the capabilities to become a Contract Development and Manufacturing Organization (“CDMO”) for cell and cell-based gene therapies by partnering with Boyalife Genomics Tianjin Ltd., a China-based CDMO (“Boyalife Genomics”), to in-license certain know-how and other intellectual property from Boyalife Genomics, and by leasing and building out a cell manufacturing facility in Sacramento, California. We intend to leverage our existing technology and combine it with the in-licensed technologies to develop a proprietary manufacturing platform for cell manufacturing activities and other cell manufacturing solutions for clients with therapeutic candidates in various stages of development. We are targeting the launch of our CDMO services to customers in 2023.

2. Going Concern

The Company has incurred historical losses from operations and expects to continue to incur operating losses in the near future. The Company may need to raise additional capital to grow its business, fund operating expenses and make interest payments. The Company’s ability to fund its liquidity needs is subject to various risks, many of which are beyond its control. The Company may seek additional funding through debt borrowings, sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to the Company, if at all. These factors and other indicators raise substantial doubt about the Company’s ability to continue as a going concern within one year from the filing date of this report.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

6

3. Summary of Significant Accounting Polices

There have been no material changes in the Company’s significant accounting policies to those disclosed in the 2021 Annual Report.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (“SEC”) rules and regulations and accounting principles applicable for interim periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance.

Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the Company’s fiscal year ended December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in ThermoGenesis Holdings’ Annual Report on Form 10-K for the year ended December 31, 2021.

Principles of Consolidation

The consolidated financial statements include the accounts of ThermoGenesis Holdings and its wholly-owned subsidiaries, ThermoGenesis Corp. and TotipotentRX Cell Therapy, Pvt. Ltd and ThermoGenesis Corp’s majority-owned subsidiary, CARTXpress Bio. All significant intercompany accounts and transactions have been eliminated upon consolidation.

The 20% ownership interest of CARTXpress Bio that is not owned by ThermoGenesis Holdings is accounted for as a non-controlling interest as the Company has an 80% ownership interest in CARTXpress Bio. Earnings or losses attributable to other stockholders of a consolidated affiliated company are classified separately as "non-controlling interest" in the Company's consolidated statements of operations. Net loss attributable to non-controlling interests reflects only its share of the after-tax earnings or losses of an affiliated company. The Company's condensed consolidated balance sheets reflect non-controlling interests within the equity section.

Recently Adopted Accounting Standards

On January 1, 2022, we adopted Accounting Standards Update (“ASU”) 2020-06 “Debt-Debt with Conversion and Other Options (“Subtopic 470-20”) and Derivatives and Hedging-Contracts in Entity’s Own Equity (“Subtopic 815-40”): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” using the modified retrospective method. ASU 2020-06 provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. The Company recognized a cumulative effect of $9,739,000 of initially applying the ASU as an adjustment to the January 1, 2022 opening balance of accumulated deficit. Due to the recombination of the equity conversion component of our convertible debt outstanding, the 2022 opening balance of additional paid in capital was reduced by $10,681,000 and the debt discounts of the convertible promissory notes were reduced $942,000.

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4. Related Party Transactions

Convertible Promissory Note and Revolving Credit Agreement

In March 2017, ThermoGenesis Holdings entered into a Credit Agreement with Boyalife Group (USA), Inc. (the “Lender”), which is owned and controlled by the Company’s Chief Executive Officer and Chairman of our Board of Directors. The Credit Agreement, as amended, grants the Company the right to borrow up to $10,000,000 (the “Loan”) at any time prior to March 6, 2023 (the “Maturity Date”). The Company performed a debt extinguishment vs. modification analysis. The analysis determined that the extension would be considered an extinguishment from an accounting standpoint, due to the change in the value of the conversion option. In June 2022, the Lender converted a total of $3,000,000 of the outstanding balance of the convertible note into 10,552,234 shares of our common stock. As of September 30, 2022 and December 31, 2021, the outstanding principle balance of the Loan was $7,000,000 and $10,000,000, respectively.

The Credit Agreement and the Convertible Promissory Note issued thereunder, as amended (the “Note”) provide that the principal and all accrued and unpaid interest under the Loan will be due and payable on the Maturity Date, with payments of interest-only due on the last day of each calendar year. The Loan bears interest at 22% per annum, simple interest. The Company has five business days after the Lender demands payment to pay the interest due before the Loan is considered in default. The Loan can be prepaid in whole or in part by the Company at any time without penalty.

The following summarizes the Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Debt Discount			Carrying Value
September 30, 2022	3/6/2023		22	%	$	0.21	$	7,000,000	$	(1,867,000	)	$	5,133,000
December 31, 2021	3/6/2022		22	%	$	1.80	$	10,000,000	$	(755,000	)	$	9,245,000

The Note includes a down-round anti-dilution provision that lowers its conversion price if the Company sells shares of common stock or issues convertible debt at a lower price per share. In 2022, the anti-dilution provision was triggered three times, as noted below:

In February 2022, when the conversion price of the Note was at $1.80 per share, the Company sold shares of common stock at $0.64 per share. This resulted in a triggering event lowering the conversion price of the Note to that value. The Company determined that it created an incremental value of $213,000 which was treated as a debt discount and amortized over the remaining term of the Note.

In June 2022, the Company sold shares of common stock at $0.28 per share, resulting in a down round triggering event lowering the conversion price of the Note to that value. The triggering event created an incremental value of $2,475,000 which was treated as a debt discount and will be amortized over the remaining term of the Note.

In July 2022, the Company modified a convertible debt agreement, lowering the conversion price of the debt to $0.21 per share, resulting in a down round triggering event lowering the conversion price of the Note to that value. The triggering event created an incremental value of $1,075,000 which was treated as a debt discount and will be amortized over the remaining term of the Note.

8

A Black-Scholes pricing model was utilized to determine the change in the before and after incremental value of the conversion option at each triggering event, with the following inputs:

	February 2022			June 2022			July 2022
Conversion price before	$	1.80		$	0.64		$	0.28
Conversion price after	$	0.64		$	0.28		$	0.21
Term (years)		0.02			0.69			0.61
Volatility		39.53	%		85.6	%		99.5	%
Dividend rate		0	%		0	%		0	%
Risk free rate		1.97	%		3.2	%		2.8	%

The Company amortized $940,000 and $1,897,000 of debt discount to interest expense for the three and nine months ended September 30, 2022. The amortization included $742,000, which related to accelerated amortization for the portion of the Note that was converted in June 2022. In addition to the amortization, the Company also recorded interest expense of $394,000 and $1,496,000 for the three and nine months ended September 30, 2022, and $562,000 and $1,668,000 for the three and nine months ended September 30, 2021. The interest payable balance as of September 30, 2022 and December 31, 2021 was $1,099,000 and $2,231,000, respectively.

Boyalife Genomics

On March 24, 2022, the Company entered into a License and Technology Access Agreement with Boyalife Genomics Tianjin Ltd. (“Boyalife Genomics”), a China-based CDMO and an affiliate of ThermoGenesis’ Chairman and Chief Executive Officer, Chris Xu, Ph.D. The agreement provides for a U.S. license to certain existing and future know-how and other intellectual property relating to cell manufacturing and related processes. The Company plans to develop and operate the CDMO cell therapy manufacturing business through a newly formed division named TG Biosynthesis.

Under the terms of the agreement, the Company transferred its remaining 8.64% interest in ImmuneCyte to Boyalife Genomics and agreed to pay a running royalty of 7.5% of its annual net sales of products and services that are covered by one or more of Boyalife Genomics’ granted U.S. patents and a royalty of 5.0% of other products and services covered by other licensed intellectual property. In the three and nine months ended September 30, 2022, no sales were recorded under the license agreement and no royalty payments were made to Boyalife Genomics.

5. Related Party Lease

Z3 Investment

On March 24, 2022, the Company entered into a five year Lease Agreement with Z3 Investment LLC, an affiliate of the Company’s Chairman and CEO, beginning April 1, 2022, for approximately 35,000 square feet of laboratory and office space in Rancho Cordova, California. Under the terms of the agreement, monthly rent is $46,000 per month for the first six months, then increasing to $104,000 per month (with a 4% annual increase) thereafter. Additionally, the Company will pay all operating expenses as they become due estimated to be approximately $5,000 per month and will be expensed in the period incurred. The Company has the option to renew the lease for two 5-year periods. Additionally, the Company has the ability to opt out of the lease after one year if the CDMO facility is unable to be constructed as planned.

The Company performed an analysis of the lease and determined it to be an operating lease. A right-of-use asset and lease obligation were recorded at inception of the lease.

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Operating Lease

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we use the Company’s cost of capital based on existing debt instruments. We recognize the expense for this lease on a straight-line basis over the lease term.

The following summarizes the Company’s operating lease:

	September 30, 2022
Right-of-use operating lease assets – related party, net	$	3,653,000
Current lease liability (included in other current liabilities)		397,000
Non-current lease liability – related party		3,622,000
Weighted average remaining lease term		5.00
Discount rate		22	%

Maturities of lease liabilities by year for our operating lease are as follows:

2022 (Remaining)	$	311,000
2023		1,256,000
2024		1,307,000
2025		1,359,000
2026		1,428,000
Thereafter		1,133,000
Total lease payments	$	6,794,000
Less: imputed interest		(2,775,000	)
Present value of operating lease liabilities	$	4,019,000

Statement of Cash Flows

Cash paid for amounts included in the measurement of operating lease liabilities was $138,000 and $277,000 for the three and nine months ended September 30, 2022, respectively.

6. Convertible Promissory Note

July 2019 Note

On July 23, 2019, the Company entered into a private placement with the Accredited Investor, pursuant to which the Company issued and sold to such investor an unsecured convertible promissory note in the original principal amount of $1,000,000 (the “July 2019 Note”). The July 2019 Note is convertible into shares of the Company's common stock at a conversion price equal to the lower of (a) $1.80 per share or (b) 90% of the closing sale price of the Company’s common stock on the date of conversion (subject to a floor conversion price of $0.50). The July 2019 Note bears interest at a rate of twenty-four percent (24%) per annum and is payable quarterly in arrears. Unless sooner converted in the manner described below, all principal under the July 2019 Note, together with all accrued and unpaid interest thereupon, will be due and payable three years from the date of the issuance on July 31, 2022.

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On July 25, 2022, the Company entered into an amendment to the July 2019 Note, which extended the maturity date of the July 2019 Note to January 31, 2023 and modified when interest is due from quarterly to January 31, 2023. The amendment also (i) deleted the market price-based conversion right, which previously allowed for the July 2019 Note to be converted at a conversion price of 90% of the Company’s stock price on the day of conversion (subject to a $0.50 floor); and (ii) changed to a fixed conversion price to $0.21 per share, provided that in the event that the Company issues shares, options, warrants, or convertible securities, at an effective price per common share lower than $0.21, then the conversion price will be adjusted to such lower issuance price.

The Company performed a debt extinguishment vs. modification analysis on the amendment to the July 2019 Note and determined that the extension would be considered an extinguishment, due to an increase of more than 10% to the value of the embedded conversion option. No gain or loss was recorded in the consolidated statement of operations for the quarter ended September 30, 2022 as it was determined that the fair value of the amendment of the July 2019 Note and accrued interest was $1,020,000 both before and after the extension.

The following summarizes the July 2019 Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Carrying Value
September 30, 2022	1/31/2023		24	%	$	0.21	$	1,000,000
December 31, 2021	7/31/2022		24	%	$	0.91	$	813,000

The Company recorded amortization of debt discount on the July 2019 Note of $80,000 and $241,000 for the three and nine months ended September 30, 2021. Interest expense related to the July 2019 Note was $60,000 and $180,000 for the three and nine months ended September 30, 2022 and 2021.

7. Stockholders’ Equity

Common Stock

On February 3, 2022, the Company entered into Amendment No. 2 to the At the Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC to further increase the maximum aggregate offering price of shares of Common Stock that may be offered and sold from time to time under the Offering Agreement from $15,280,000 to $19,555,000, which enables the Company to sell an additional $4,275,000 of shares after taking into account prior sales under the Offering Agreement (the “Additional Shares”). After filing the Company’s 2021 Form 10-K in March 2022, the total offering price was updated to $18,573,000 based on the shares currently available on Company’s existing Form S-3. The terms and conditions of the Offering Agreement otherwise remain unchanged. For the nine months ended September 30, 2022, the Company sold a total of 8,857,344 shares of common stock under the Offering Agreement for aggregate gross proceeds of $3,293,000 at an average selling price of $0.37 per share, resulting in net proceeds of approximately $3,037,000 after deducting commissions and other transaction costs of approximately $256,000.

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Equity Plans

On January 13, 2022, the Company’s stockholders approved an amendment of the Company’s Amended 2016 Equity Incentive Plan to increase the aggregate number of shares of the Company’s common stock that may be issued under the plan from 392,500 shares to 1,200,000 shares.

Net Loss Per Share

Net loss per share is computed by dividing the net loss 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 noted below is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities consisted of the following at September 30:

	2022		2021
Common stock equivalents of convertible promissory notes and accrued interest		43,612,759		7,071,241
Warrants – other		653,248		653,248
Stock options		287,081		366,595
Total		44,553,088		8,091,084

8. Revenue

The following table presents net sales by geographic areas:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
United States	$	1,535,000	$	1,517,000	$	4,973,000	$	3,558,000
China		364,000		1,357,000		1,570,000		1,445,000
Thailand		2,000		--		10,000		400,000
Other		214,000		284,000		1,254,000		1,473,000
Total	$	2,115,000	$	3,158,000	$	7,807,000	$	6,876,000

The following tables summarize the revenues by product line and type:

	Three Months Ended September 30, 2022
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,034,000	$	75,000	$	--	$	1,109,000
BioArchive		201,000		321,000		--		522,000
CAR-TXpress		190,000		44,000		72,000		306,000
Manual Disposables		150,000		--		--		150,000
Other		20,000		--		8,000		28,000
Total	$	1,595,000	$	440,000	$	80,000	$	2,115,000

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	Nine Months Ended September 30, 2022
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	4,668,000	$	171,000	$	--	$	4,839,000
BioArchive		694,000		924,000		--		1,618,000
CAR-TXpress		551,000		146,000		214,000		911,000
Manual Disposables		357,000		--		--		357,000
Other		59,000		--		23,000		82,000
Total	$	6,329,000	$	1,241,000	$	237,000	$	7,807,000

	Three Months Ended September 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	2,217,000	$	72,000	$	21,000	$	2,310,000
BioArchive		221,000		297,000		--		518,000
CAR-TXpress		160,000		31,000		71,000		262,000
Manual Disposables		55,000		--		--		55,000
Other		9,000		--		4,000		13,000
Total	$	2,662,000	$	400,000	$	96,000	$	3,158,000

	Nine Months Ended September 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	3,490,000	$	159,000	$	21,000	$	3,670,000
BioArchive		652,000		1,165,000		--		1,817,000
CAR-TXpress		702,000		89,000		214,000		1,005,000
Manual Disposables		300,000		--		--		300,000
Other		46,000		--		38,000		84,000
Total	$	5,190,000	$	1,413,000	$	273,000	$	6,876,000

Contract Balances

Generally, all sales are contract sales (with either an underlying contract or purchase order). The Company does not have any material contract assets. When invoicing occurs prior to revenue recognition, a contract liability is recorded (as deferred revenue on the consolidated balance sheet). Revenues recognized during the three and nine months ended September 30, 2022 that were included in the beginning balance of deferred revenue were $144,000 and $620,000, respectively. Short-term deferred revenues were $841,000 and $719,000 at September 30, 2022 and December 31, 2021, respectively. Long-term deferred revenue was $1,014,000 and $1,244,000 at September 30, 2022 and December 31, 2021, respectively.

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Backlog of Remaining Customer Performance Obligations

The following table represents revenue expected to be recognized in the future from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	Remainder of 2022		2023		2024		2025		2026 and beyond		Total
Service revenue	$	407,000	$	1,089,000	$	664,000	$	176,000	$	--	$	2,336,000
Device revenue (1)		21,000		733,000		41,000		--		--		795,000
Exclusivity fee		71,000		286,000		286,000		286,000		190,000		1,119,000
Other		3,000		13,000		13,000		13,000		122,000		164,000
Total	$	502,000	$	2,121,000	$	1,004,000	$	475,000	$	312,000	$	4,414,000

(1) Represents the minimum purchase requirements under the distribution agreement the Company signed with its AXP distributor in China.

9. Concentrations

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable as follows:

Accounts Receivable

	September 30, 2022			December 31, 2021
Customer 1		49	%		--	%
Customer 2		15	%		28	%
Customer 3		13	%		--	%
Customer 4		1	%		27	%

Revenues

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Customer 1		36	%		22	%		36	%		15	%
Customer 2		14	%		1	%		6	%		1	%
Customer 3		1	%		44	%		14	%		20	%

10. Subsequent Events

On October 25, 2022, 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 $2,055,000. The Offering closed on October 28, 2022. Each Unit sold in the Offering consisted of one share of the Company's common stock and one common warrant to purchase one share of common stock, and each Pre-Funded Unit consisted of one pre-funded warrant to purchase one share of common stock and one common warrant to purchase one share of common stock. The common warrants 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. The 2,892,858 pre-funded warrants sold in the Offering were exercised on October 25, 2022.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward‑Looking Statements

This report contains “forward-looking statements” within the meaning of the safe harbor provisions 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 report, 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, 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 U.S. Food and Drug Administration (“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, risks associated with expanding into the Company’s planned CDMO business, and other risk factors listed from time to time in our reports with the Securities and Exchange Commission (“SEC”), including, in particular, those set forth in the Company’s Form 10-K for the year ended December 31, 2021.

Business Overview

ThermoGenesis Holdings, Inc. (“ThermoGenesis Holdings,” the “Company,” “we,” “our,” “us”), 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. The Company was founded in 1986 and is incorporated in the State of Delaware and headquartered in Rancho Cordova, CA.

Our business involves the manufacturing and related service of cell based medical devices, including the AutoXpress® and BioArchive® platforms for automated clinical bio-banking, PXP® platform for point-of-care cell-based therapies and CAR-TXpress™ platform for large scale cell manufacturing services. The Company and its subsidiaries currently manufacture and market the following products:

Clinical Bio-Banking Applications:

● AXP® Automated Cell Separation System – an automated, fully closed cell separation system for isolating stem and progenitor cells from umbilical cord blood, registered as a U.S. FDA 510(k) medical device.

● BioArchive® Automated Cryopreservation System – an automated, robotic, liquid nitrogen controlled-rate-freezing and cryogenic storage system for cord blood samples and cell therapeutic products used in clinical applications, registered as a U.S. FDA 510(k) medical device.

Point-of-Care Applications:

● PXP® Point-of-Care System – an automated, fully closed, sterile system allows for the rapid, automated processing of autologous peripheral blood or bone marrow aspirate derived stem cells at the point-of-care, such as surgical centers or clinics, registered as a U.S. FDA 510(k) medical device.

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● PXP-LAVARE System – an automated, fully closed system that is designed to wash, re-suspend and volume reduce cell suspensions. It allows for volume manipulation, supernatant or media exchange, and cell washing to occur without comprising cell viabilities and maximizing recoveries, registered as a U.S. FDA 510(k) medical device.

● PXP-1000 System – an automated, fully closed system that provides fast, reproducible separation of multiple cellular components from blood with minimal red blood cell contamination, registered as a U.S. FDA 510(k) medical device.

Large Scale Cell Processing and Biomanufacturing:

● X-Series® Products for general laboratory use: X-Lab® for cell isolation, X-Wash® System for cell washing and reformulation, X-Mini® for high efficiency small scale cell purification, and X-BACS® System under development for large scale cell purification using our proprietary Buoyancy-Activated Cell Sorting (“BACS”) technology.

● CAR-TXpress™ Platform for Clinical Manufacturing – a modular designed, functionally closed manufacturing platform that addresses the critical unmet need for large scale cellular processing and chemistry, manufacturing and controls (“CMC”) needs for manufacturing cellular therapies, including chimeric antigen receptor (“CAR”) T cell therapies. The CAR-TXpress Platform is owned and developed through a subsidiary CAR-TXpress Bio, Inc. (“CARTXpress Bio”) in which the Company owns 80% of the equity interest.

Planned Expansion of Business – Contract Development and Manufacturing Services for Cell and Cell-Based Gene Therapies

In March 2022, our Board of Directors approved the planned expansion of the Company’s business to include contract development and manufacturing services for cell and cell-based gene therapies. The Company plans to develop and build-out the capabilities to become a world-class CDMO for cell and cell-based gene therapies by partnering with Boyalife Genomics Tianjin Ltd., a China-based CDMO (“Boyalife Genomics”), to in-license certain know-how and other intellectual property from Boyalife Genomics, and by leasing and building out a cell manufacturing facility in Sacramento, California. We intend to leverage our existing technology and combine it with the in-licensed technologies to develop a proprietary manufacturing platform for cell manufacturing activities.

The Company plans to develop and operate its planned CDMO business through a newly formed division named TG Biosynthesis^TM. It is anticipated that TG Biosynthesis will provide high-quality development and manufacturing capabilities, cell and tissue processing development, quality systems, regulatory compliance, and other cell manufacturing solutions for clients with therapeutic candidates in various stages of development.

We are targeting the launch of our CDMO services to customers in 2023. The successful development and launch of TG Biosynthesis will require us to raise additional capital, acquire various equipment for the planned operations, hire certain personnel needed to launch the operation, and timely complete the build-out of our leased Sacramento facility. There is no assurance that we will be able to successfully obtain such additional capital resources, as such capital may not be available on reasonable terms, or available at all. We will need to hire, train, and retain additional employees who have experience in the cell manufacturing field in order for our CDMO business to be successful.

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Results of Operations

Three Months Ended September 30, 2022 as Compared to the Three Months Ended September 30, 2021

Net Revenues

Net revenues decreased by $1,043,000 or 33%, from $3,158,000 to $2,115,000 for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. The revenue decrease was due to $1,201,000 in lower sales for AXP driven by approximately $1,300,000 less AXP disposable sales to our distributors in China offset by $95,000 more in manual disposable sales.

The following table summarizes revenue by product line:

	September 30, 2022		September 30, 2021
AXP	$	1,109,000	$	2,310,000
BioArchive		522,000		518,000
CAR-TXpress		306,000		262,000
Manual Disposables		150,000		55,000
Other		28,000		13,000
Total	$	2,115,000	$	3,158,000

Gross Profit

The Company’s gross profit decreased by $678,000 to $437,000 or 21% of net revenues for the three months ended September 30, 2022, compared to $1,115,000 or 35% for three months ended September 30, 2021. The primary driver of the decrease was the decline in revenues, which reduced gross profit by approximately $300,000. The remainder of the variance is driven by higher costs from our AXP disposable contract manufacturer of approximately $100,000 and increased overhead charges of approximately $275,000 due to lower absorption in the three months ended September 30, 2022.

Selling, General and Administrative

Sales, general and administrative expenses for the three months ended September 30, 2022 were $1,982,000 compared to $1,677,000 for the three months ended September 30, 2021, an increase of $305,000 or 18%. The increase was driven by rent expense of approximately $325,000 for the new CDMO facility leased by the Company beginning in April 2022.

Research and Development Expenses

Research and development expenses were $470,000 for the three months ended September 30, 2022 as compared to $543,000 for the three months ended September 30, 2021, a decrease of $73,000 or 13%. The decrease was driven by approximately $80,000 less in salaries and benefits.

Interest Expense

Interest expense for the three months ended September 30, 2022 was $1,391,000, compared to $1,530,000, for the three months ended September 30, 2021, a decrease of $139,000 or 9%. The decrease is due to approximately $900,000 less in debt discount from the adoption of ASU 2020-06 and approximately $170,000 in lower interest expense due to the portion of the Boyalife Convertible Promissory Note that was converted in June 2022. This was offset by the down round triggering events of approximately $940,000 that occurred in 2022 relating to the Boyalife Convertible Promissory Note.

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Other Income / Expense

Other income decreased in the three months ended September 30, 2022 due to the Employee Retention Tax Credits recorded by the Company in the three months ended September 30, 2021.

Nine Months Ended September 30, 2022 as Compared to the Nine Months Ended September 30, 2021

Net Revenues

Net revenues increased by $931,000 or 14%, from $6,876,000 to $7,807,000 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. The revenue increase was driven by additional AXP sales of $1,169,000 related to increased sales from our domestic customers of approximately $1,650,000. The increase is also offset by a decrease in sales $199,000 in BioArchive and $94,000 in CAR-TXpress sales. 

The following table summarizes revenue by product line:

	Nine Months Ended September 30,
	2022		2021
AXP	$	4,839,000	$	3,670,000
BioArchive		1,618,000		1,817,000
CAR-TXpress		911,000		1,005,000
Manual Disposables		357,000		300,000
Other		82,000		84,000
Total	$	7,807,000	$	6,876,000

Gross Profit

The Company’s gross profit was $2,316,000 or 30% of net revenues for the nine months ended September 30, 2022, compared to $2,809,000 or 41% of net revenues for the nine months ended September 30, 2021, a decrease of $493,000. The decrease was driven by approximately $300,000 more in inventory reserves and higher costs from our AXP disposable contract manufacturer of approximately $575,000; offset by approximately $275,000 in gross profit from additional sales in the nine months ended September 30, 2022.

Selling, General and Administrative

Sales, general and administrative expenses for the nine months ended September 30, 2022 were $5,665,000 compared to $7,171,000 for the nine months ended September 30, 2021, a decrease of $1,506,000 or 21%. The decrease was driven by stock compensation expense, which decreased by approximately $2,050,000 primarily due to the accelerated expense for the stock options that were voluntarily surrendered by Company executives in the nine months ended September 30, 2021. This was offset by approximately $650,000 for the new CDMO facility leased by the Company beginning in April 2022.

Research and Development Expenses

Research and development expenses were $1,317,000 for the nine months ended September 30, 2022, compared to $1,544,000 for the nine months ended September 30, 2021, a decrease of $227,000 or 15%. The decrease was driven by approximately $225,000 less in stock compensation expense.

Interest Expense

Interest expense decreased to $3,572,000 for the nine months ended September 30, 2022 as compared to $4,573,000 for the nine months ended September 30, 2021 a decrease of $1,001,000 or 22%. The decrease is due to approximately $2,700,000 less in debt discount from the adoption of ASU 2020-06 and approximately $170,000 in lower interest expense due to the portion of the Boyalife Convertible Promissory Note that was converted in June 2022. This was offset by the down round triggering events of approximately $1,900,000 that occurred in 2022 relating to the Boyalife Convertible Promissory Note.

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Gain on Extinguishment of Debt

The Company recorded no gain on the extinguishment of debt in the nine months ended September 30, 2022 as compared to a gain of $652,000 for the nine months ended September 30, 2021. The gain was related to the principal and accrued interest for the Paycheck Protection Program loan the Company received in 2020 and forgiven in March 2021.

Other Income / Expense

Other income decreased in the nine months ended September 30, 2022 due to the Employee Retention Tax Credits recorded by the Company in the nine months ended September 30, 2021.

Liquidity and Capital Resources

At September 30, 2022, the Company had cash and cash equivalents of $3,903,000 and working capital of $515,000. This compares to cash and cash equivalents of $7,280,000 and working capital of $8,616,000 at December 31, 2021. We have primarily financed operations through private and public placement of equity securities and our line of credit facility.

The Company has incurred historical losses from operations and expects to continue to incur operating losses in the near future. The Company will need to raise additional capital to grow its business, fund operating expenses and make interest payments, as well as to fund its planned expansion into CDMO business. The Company’s ability to fund its liquidity needs is subject to various risks, many of which are beyond its control. The Company may seek additional funding through debt borrowings, sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to the Company, if at all. These factors and other indicators raise substantial doubt about the Company’s ability to continue as a going concern within one year from the filing date of this report.

We manage the concentration of credit risk with our customers and distributors through a variety of methods including, pre-shipment deposits, credit reference checks and credit limits. Although management believes that our customers and distributors are sound and creditworthy, a severe adverse impact on their business operations could have a corresponding material effect on their ability to pay timely and therefore on our net revenues, cash flows and financial condition.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

ThermoGenesis Holdings is a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and is not required to provide information under this item.

ITEM 4. Controls and Procedures

The Company carried out an evaluation, under the supervision, and with the participation of management, including both the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e) or 15d-15(e)) as of September 30, 2022. Disclosure controls and procedures cover controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have both concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2022.

There were no changes in the Company’s internal controls over financial reporting that occurred during the three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. Management believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company, have been detected.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

In the normal course of operations, we may have disagreements or disputes with distributors, vendors or employees. Such potential disputes are seen by management as a normal part of business and while the outcome of such disagreements and disputes cannot be predicted with certainty, we do not believe that any pending legal proceedings are material. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 1A. Risk Factors

There have been no material changes to the risk factors relating to the Company set forth in, “Item IA. Risk Factors” of its Annual Report on Form 10-K, other than noted below, for the year ended December 31, 2021.

If we are uable to comply with the continued listed standard of the Nasdaq Capital Market Stock Exchange (“Nasdaq”), our shares may be delisted; which could adversely affect the price of our common stock and its liquidity.  Our common stock is currently listed on Nasdaq. We must comply with Nasdaq’s continued listing requirements related to, among other things, stockholders’ equity, market value, minimum bid price, and corporate governance in order to remain so listed. There can be no assurances that we will be able to comply with the applicable listing requirements.  As previously noted on March 7, 2022, the Company received written notice ("Notification Letter”) from the Nasdaq Listing Qualifications Department ("NASDAQ”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in NASDAQ Listing Rule 5550(a)(2) for continued listing on the Capital Market, due to the bid price of the Company’s common stock closing below the minimum $1 per share for the thirty (30) consecutive business days prior to the date of the Notification Letter. In accordance with listing rules, the Company was afforded 180 days, or until September 5, 2022, to regain compliance.  The Company was unable to regain compliance with the bid price requirement by September 5, 2022. However, on September 7, 2022, the Company received a notice from NASDAQ granting the Company an additional 180 calendar days, or until March 6, 2023, to regain compliance with the minimum $1.00 bid price per share requirement for continued listing on the Capital Market. NASDAQ determined that the Company is eligible for the second compliance period due to the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosure

Not applicable.

ITEM 5. Other Information

None.

21

ITEM 6. Exhibits

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc. dated as of June 5, 2020, incorporated by reference to Exhibit 3.1 to Form 8-K filed June 6, 2020.
3.2	Amended and Restated Bylaws of ThermoGenesis Holdings, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on October 30, 2019.
3.3	First Amendment to the Amended and Restated Bylaws of ThermoGenesis Holdings, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed December 17, 2021.
3.4	Second Amendment to Amended and Restated Bylaws of ThermoGenesis Holdings, Inc. dated June 30, 2022, incorporate by reference to Exhibit 3.1 to Form 8-K filed July 6, 2022.
4.1	Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 28, 2018.
4.2	Form of Common Warrant, incorporated by reference to Exhibit 10.37 of amended Registration Statement on Form S-1 filed with the SEC on May 14, 2018.
4.3	Investors’ Rights Agreement, dated January 1, 2019, among CARTXpress Bio, Inc., Bay City Capital Fund V, L.P., and Bay City Capital Fund V Co-Investment Fund, L.P., incorporated by referenced to Exhibit 10.3 to Form 8-K filed with the SEC on January 4, 2019.
4.4	Form of Convertible Promissory Note, dated as of July 23, 2019, between ThermoGenesis Holdings, Inc. and Orbrex USA Co., incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on July 29, 2019.
4.5	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).
4.6	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).
4.7	Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended, incorporated by reference to Exhibit 4.8 to Form 10-K filed with the SEC on March 24, 2020.
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).
31.1	Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

22

ThermoGenesis Holdings, Inc.

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 thereunto duly authorized.

	ThermoGenesis Holdings, Inc. (Registrant)
Dated: November 10, 2022	/s/ Xiaochun (Chris) Xu, Ph.D.
	Xiaochun (Chris) Xu, Ph.D. Chief Executive Officer (Principal Executive Officer)
Dated: November 10, 2022	/s/ Jeffery Cauble
	Jeffery Cauble Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

23

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Xiaochun (Chris) Xu, certify that:

1. I have reviewed this report on Form 10-Q of ThermoGenesis Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 10, 2022	/s/ Xiaochun (Chris) Xu, Ph.D.
	Xiaochun (Chris) Xu, Ph.D. Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffery Cauble, certify that:

1. I have reviewed this report on Form 10-Q of ThermoGenesis Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 10, 2022	/s/ Jeffery Cauble
	Jeffery Cauble Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of ThermoGenesis Holdings, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission (the "Report"), we, Xiaochun (Chris) Xu, Chief Executive Officer and Jeffery Cauble, Principal Financial and Accounting Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

(1)          the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 10, 2022	/s/ Xiaochun (Chris) Xu, Ph.D.
	Xiaochun (Chris) Xu, Ph.D. Chief Executive Officer (Principal Executive Officer)
Dated: November 10, 2022	/s/ Jeffery Cauble
	Jeffery Cauble Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 08, 2022
Document Information [Line Items]
Entity Central Index Key	0000811212
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	333-82900
Entity Registrant Name	ThermoGenesis Holdings, Inc.
Entity Incorporation, State or Country Code	DE
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	916
Local Phone Number	858-5100
Title of 12(b) Security	Common Stock, $.001 par value
Trading Symbol	THMO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,997,792

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 3,903,000	$ 7,280,000
Accounts receivable, net of allowance for doubtful accounts of $149,000 ($156,000 at December 31, 2021)	2,056,000	733,000
Inventories	4,912,000	5,373,000
Prepaid expenses and other current assets	612,000	1,578,000
Total current assets	11,483,000	14,964,000
Inventories non-current, net	930,000	1,709,000
Equipment and leasehold improvements, net	1,271,000	1,261,000
Right-of-use operating lease assets, net	426,000	571,000
Goodwill	781,000	781,000
Other intangible assets, net	1,294,000	1,318,000
Other assets	255,000	48,000
Total assets	20,093,000	20,652,000
Current liabilities:
Accounts payable	1,007,000	1,280,000
Accrued payroll and related expenses	493,000	348,000
Deferred revenue – short-term	841,000	719,000
Convertible promissory note – related party	5,133,000
Interest payable – related party	1,099,000	2,231,000
Convertible promissory note, net	1,000,000	813,000
Other current liabilities	1,395,000	957,000
Total current liabilities	10,968,000	6,348,000
Convertible promissory note – related party, net		9,245,000
Operating lease obligations – long-term	205,000	398,000
Deferred revenue – long-term	1,014,000	1,244,000
Other noncurrent liabilities	18,000	20,000
Total liabilities	15,827,000	17,255,000
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 350,000,000 shares authorized; 31,321,362 issued and outstanding (11,911,784 at December 31, 2021)	31,000	12,000
Additional paid in capital	267,731,000	268,447,000
Accumulated deficit	(262,761,000)	(264,662,000)
Accumulated other comprehensive loss	98,000	31,000
Total ThermoGenesis Holdings, Inc. stockholders’ equity	5,099,000	3,828,000
Noncontrolling interests	(833,000)	(431,000)
Total equity	4,266,000	3,397,000
Total liabilities and equity	20,093,000	$ 20,652,000
Lease Agreement with Z3 Investment LLC [Member]
Current assets:
Right-of-use operating lease assets, net	3,653,000
Current liabilities:
Operating lease obligations – long-term	$ 3,622,000

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited)-parentheticals (Parentheticals) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Accounts receivable, allowance for doubtful accounts	$ 149,000	$ 156,000
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 outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	350,000,000	350,000,000
Common Stock, Shares, Issued (in shares)	31,321,362	11,911,784
Common stock, shares outstanding (in shares)	31,321,362	11,911,784

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net revenues	$ 2,115,000	$ 3,158,000	$ 7,807,000	$ 6,876,000
Cost of revenues	1,678,000	2,043,000	5,491,000	4,067,000
Gross profit	437,000	1,115,000	2,316,000	2,809,000
Expenses:
Selling, general and administrative	1,982,000	1,677,000	5,665,000	7,171,000
Research and development	470,000	543,000	1,317,000	1,544,000
Total operating expenses	2,452,000	2,220,000	6,982,000	8,715,000
Loss from operations	(2,015,000)	(1,105,000)	(4,666,000)	(5,906,000)
Other expenses:
Interest expense	(1,391,000)	(1,530,000)	(3,572,000)	(4,573,000)
Gain on extinguishment of debt				652,000
Other income/(expense)	3,000	843,000	(1,000)	833,000
Total other expense	(1,388,000)	(687,000)	(3,573,000)	(3,088,000)
Net loss	(3,403,000)	(1,792,000)	(8,239,000)	(8,994,000)
Loss attributable to noncontrolling interests	(163,000)	(18,000)	(402,000)	(269,000)
Net loss attributable to common stockholders	(3,240,000)	(1,774,000)	(7,837,000)	(8,725,000)
Net loss	(3,403,000)	(1,792,000)	(8,239,000)	(8,994,000)
Other comprehensive loss:
Foreign currency translation adjustments gain (loss)	22,000	(1,000)	67,000	12,000
Comprehensive loss	(3,381,000)	(1,793,000)	(8,172,000)	(8,982,000)
Comprehensive loss attributable to noncontrolling interests	(163,000)	(18,000)	(402,000)	(269,000)
Comprehensive loss attributable to common stockholders	$ (3,218,000)	$ (1,775,000)	$ (7,770,000)	$ (8,713,000)
Per share data:
Basic and diluted net loss per common share (in dollars per share)	$ (0.10)	$ (0.15)	$ (0.41)	$ (0.74)
Weighted average common shares outstanding – basic and diluted (in shares)	31,265,797	11,911,784	19,075,331	11,757,211

XML

Condensed Consolidated Statements of Equity (Unaudited) - USD ($)	Common Stock [Member] At The Market Offering Agreement [Member]	Common Stock [Member]	Additional Paid-in Capital [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Additional Paid-in Capital [Member] At The Market Offering Agreement [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	At The Market Offering Agreement [Member]	Total
Balance (in shares) at Dec. 31, 2020		8,934,952
Balance at Dec. 31, 2020		$ 9,000			$ 259,058,000		$ (253,283,000)	$ 16,000	$ 70,000			$ 5,870,000
Stock-based compensation expense					258,000							258,000
Issuance of common stock via at-the-market offering, net (in shares)	2,976,832
Issuance of common stock via at-the-market offering, net	$ 3,000			$ 6,829,000							$ 6,832,000
Foreign currency translation gain								1,000				1,000
Net loss							(2,413,000)		(118,000)			(2,531,000)
Balance (in shares) at Mar. 31, 2021		11,911,784
Balance at Mar. 31, 2021		$ 12,000			266,145,000		(255,696,000)	17,000	(48,000)			10,430,000
Balance (in shares) at Dec. 31, 2020		8,934,952
Balance at Dec. 31, 2020		$ 9,000			259,058,000		(253,283,000)	16,000	70,000			5,870,000
Foreign currency translation gain												12,000
Balance (in shares) at Sep. 30, 2021		11,911,784
Balance at Sep. 30, 2021		$ 12,000			268,336,000		(262,009,000)	28,000	(199,000)			6,168,000
Balance (in shares) at Mar. 31, 2021		11,911,784
Balance at Mar. 31, 2021		$ 12,000			266,145,000		(255,696,000)	17,000	(48,000)			10,430,000
Stock-based compensation expense					2,099,000							2,099,000
Foreign currency translation gain								12,000				12,000
Net loss							(4,539,000)		(133,000)			(4,672,000)
Balance (in shares) at Jun. 30, 2021		11,911,784
Balance at Jun. 30, 2021		$ 12,000			268,244,000		(260,235,000)	29,000	(181,000)			7,869,000
Stock-based compensation expense					92,000							92,000
Foreign currency translation gain								(1,000)				(1,000)
Net loss							(1,774,000)		(18,000)			(1,792,000)
Balance (in shares) at Sep. 30, 2021		11,911,784
Balance at Sep. 30, 2021		$ 12,000			268,336,000		(262,009,000)	28,000	(199,000)			6,168,000
Balance (in shares) at Dec. 31, 2021		11,911,784
Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021			$ (10,681,000)			$ 9,739,000				$ (942,000)
Balance at Dec. 31, 2021		$ 12,000			268,447,000		(264,662,000)	31,000	(431,000)			3,397,000
Stock-based compensation expense					42,000							42,000
Issuance of common stock via at-the-market offering, net (in shares)	918,093
Issuance of common stock via at-the-market offering, net	$ 1,000			593,000							$ 594,000
Related party convertible note price reset					213,000							213,000
Foreign currency translation gain								14,000				14,000
Net loss							(1,910,000)		(126,000)			(2,036,000)
Balance (in shares) at Mar. 31, 2022		12,829,877
Balance at Mar. 31, 2022		$ 13,000			258,614,000		(256,833,000)	45,000	(557,000)			1,282,000
Balance (in shares) at Dec. 31, 2021		11,911,784
Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021			$ (10,681,000)			$ 9,739,000				$ (942,000)
Balance at Dec. 31, 2021		$ 12,000			268,447,000		(264,662,000)	31,000	(431,000)			3,397,000
Issuance of common stock via at-the-market offering, net (in shares)											8,857,344
Related party convertible note price reset												3,763,000
Foreign currency translation gain												67,000
Balance (in shares) at Sep. 30, 2022		31,321,362
Balance at Sep. 30, 2022		$ 31,000			267,731,000		(262,761,000)	98,000	(833,000)			4,266,000
Balance (in shares) at Mar. 31, 2022		12,829,877
Balance at Mar. 31, 2022		$ 13,000			258,614,000		(256,833,000)	45,000	(557,000)			1,282,000
Stock-based compensation expense					72,000							72,000
Issuance of common stock via at-the-market offering, net (in shares)	4,397,329										1,450,000
Issuance of common stock via at-the-market offering, net	$ 4,000			1,446,000
Related party convertible note price reset					2,475,000							2,475,000
Foreign currency translation gain								31,000				31,000
Net loss							(2,688,000)		(113,000)			(2,801,000)
Conversion of related party note payable to common stock (in shares)		10,552,234
Conversion of related party note payable to common stock		$ 11,000			2,989,000							3,000,000
Balance (in shares) at Jun. 30, 2022		27,779,440
Balance at Jun. 30, 2022		$ 28,000			265,596,000		(259,521,000)	76,000	(670,000)			5,509,000
Stock-based compensation expense					70,000							70,000
Issuance of common stock via at-the-market offering, net (in shares)	3,541,922
Issuance of common stock via at-the-market offering, net	$ 3,000			$ 990,000							$ 993,000
Related party convertible note price reset					1,075,000							1,075,000
Foreign currency translation gain								22,000				22,000
Net loss							(3,240,000)		(163,000)			(3,403,000)
Balance (in shares) at Sep. 30, 2022		31,321,362
Balance at Sep. 30, 2022		$ 31,000			$ 267,731,000		$ (262,761,000)	$ 98,000	$ (833,000)			$ 4,266,000

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (8,239,000)	$ (8,994,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	666,000	477,000
Stock based compensation expense	184,000	2,449,000
Amortization of debt discount, net	1,897,000	2,723,000
Reserve for excess and slow-moving inventories	654,000	336,000
Gain on extinguishment of debt		(652,000)
Net change in operating assets and liabilities:
Accounts receivable	(1,323,000)	(1,190,000)
Inventories	582,000	(742,000)
Prepaid expenses and other assets	757,000	(260,000)
Accounts payable	(210,000)	145,000
Interest payable – related party	(1,132,000)	(413,000)
Accrued payroll and related expenses	145,000	111,000
Deferred revenue – short-term	122,000	334,000
Other current liabilities	446,000	(271,000)
Long-term deferred revenue and other noncurrent liabilities	(650,000)	(347,000)
Net cash used in operating activities	(6,101,000)	(6,294,000)
Cash flows from investing activities:
Capital expenditures	(308,000)	(64,000)
Net cash used in investing activities	(308,000)	(64,000)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of expenses	3,037,000	6,832,000
Net cash provided by financing activities	3,037,000	6,832,000
Effects of foreign currency rate changes on cash and cash equivalents	(5,000)	(1,000)
Net increase (decrease) in cash, cash equivalents and restricted cash	(3,377,000)	473,000
Cash, cash equivalents and restricted cash at beginning of period	7,280,000	7,161,000
Cash, cash equivalents and restricted cash at end of period	3,903,000	7,634,000
Supplemental disclosures of cash flow information:
Cash paid for related party interest	2,628,000	2,082,000
Cash paid for interest	180,000	180,000
Right-to-use asset acquired under operating lease	3,863,000
Related party promissory note converted to common stock	3,000,000
Related party convertible note price reset	$ 3,763,000
Transfer of inventory to fixed assets		$ 181,000

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Note 1 - Description of Business

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1. Description of Business

ThermoGenesis Holdings, Inc. (“ThermoGenesis Holdings,” the “Company,” “we,” “our,” “us”) develops and commercializes a range of automated technologies for cell-banking, cell-processing, and cell-based therapeutics. Since the 1990’s, ThermoGenesis Holdings has been a pioneer in, and a leading provider of automated systems that isolate, purify and cryogenically store units of hematopoietic stem and progenitor cells for the cord blood banking industry. The Company was founded in 1986 and is incorporated in the State of Delaware and headquartered in Rancho Cordova, CA.

Medical Device Products for Automated Cell Processing

The Company provides the AutoXpress® and BioArchive® platforms for automated clinical bio-banking, PXP® platform for point-of-care cell-based therapies and the CAR-TXpress™ platform for large scale cell manufacturing services. All product lines are reporting as a single reporting segment in the financial statements.

Planned CDMO Business

In March 2022, our Board of Directors approved the planned expansion of the Company’s business to include contract development and manufacturing services for cell and cell-based gene therapies. The Company plans to develop and build-out the capabilities to become a Contract Development and Manufacturing Organization (“CDMO”) for cell and cell-based gene therapies by partnering with Boyalife Genomics Tianjin Ltd., a China-based CDMO (“Boyalife Genomics”), to in-license certain know-how and other intellectual property from Boyalife Genomics, and by leasing and building out a cell manufacturing facility in Sacramento, California. We intend to leverage our existing technology and combine it with the in-licensed technologies to develop a proprietary manufacturing platform for cell manufacturing activities and other cell manufacturing solutions for clients with therapeutic candidates in various stages of development. We are targeting the launch of our CDMO services to customers in 2023.

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Note 2 - Going Concern

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

2. Going Concern

The Company has incurred historical losses from operations and expects to continue to incur operating losses in the near future. The Company may need to raise additional capital to grow its business, fund operating expenses and make interest payments. The Company’s ability to fund its liquidity needs is subject to various risks, many of which are beyond its control. The Company may seek additional funding through debt borrowings, sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to the Company, if at all. These factors and other indicators raise substantial doubt about the Company’s ability to continue as a going concern within one year from the filing date of this report.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

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Note 3 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

3. Summary of Significant Accounting Polices

There have been no material changes in the Company’s significant accounting policies to those disclosed in the 2021 Annual Report.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (“SEC”) rules and regulations and accounting principles applicable for interim periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance.

Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the Company’s fiscal year ended December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in ThermoGenesis Holdings’ Annual Report on Form 10-K for the year ended December 31, 2021.

Principles of Consolidation

The consolidated financial statements include the accounts of ThermoGenesis Holdings and its wholly-owned subsidiaries, ThermoGenesis Corp. and TotipotentRX Cell Therapy, Pvt. Ltd and ThermoGenesis Corp’s majority-owned subsidiary, CARTXpress Bio. All significant intercompany accounts and transactions have been eliminated upon consolidation.

The 20% ownership interest of CARTXpress Bio that is not owned by ThermoGenesis Holdings is accounted for as a non-controlling interest as the Company has an 80% ownership interest in CARTXpress Bio. Earnings or losses attributable to other stockholders of a consolidated affiliated company are classified separately as "non-controlling interest" in the Company's consolidated statements of operations. Net loss attributable to non-controlling interests reflects only its share of the after-tax earnings or losses of an affiliated company. The Company's condensed consolidated balance sheets reflect non-controlling interests within the equity section.

Recently Adopted Accounting Standards

On January 1, 2022, we adopted Accounting Standards Update (“ASU”) 2020-06 “Debt-Debt with Conversion and Other Options (“Subtopic 470-20”) and Derivatives and Hedging-Contracts in Entity’s Own Equity (“Subtopic 815-40”): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” using the modified retrospective method. ASU 2020-06 provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. The Company recognized a cumulative effect of $9,739,000 of initially applying the ASU as an adjustment to the January 1, 2022 opening balance of accumulated deficit. Due to the recombination of the equity conversion component of our convertible debt outstanding, the 2022 opening balance of additional paid in capital was reduced by $10,681,000 and the debt discounts of the convertible promissory notes were reduced $942,000.

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Note 4 - Related Party Transactions

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

4. Related Party Transactions

Convertible Promissory Note and Revolving Credit Agreement

In March 2017, ThermoGenesis Holdings entered into a Credit Agreement with Boyalife Group (USA), Inc. (the “Lender”), which is owned and controlled by the Company’s Chief Executive Officer and Chairman of our Board of Directors. The Credit Agreement, as amended, grants the Company the right to borrow up to $10,000,000 (the “Loan”) at any time prior to March 6, 2023 (the “Maturity Date”). The Company performed a debt extinguishment vs. modification analysis. The analysis determined that the extension would be considered an extinguishment from an accounting standpoint, due to the change in the value of the conversion option. In June 2022, the Lender converted a total of $3,000,000 of the outstanding balance of the convertible note into 10,552,234 shares of our common stock. As of September 30, 2022 and December 31, 2021, the outstanding principle balance of the Loan was $7,000,000 and $10,000,000, respectively.

The Credit Agreement and the Convertible Promissory Note issued thereunder, as amended (the “Note”) provide that the principal and all accrued and unpaid interest under the Loan will be due and payable on the Maturity Date, with payments of interest-only due on the last day of each calendar year. The Loan bears interest at 22% per annum, simple interest. The Company has five business days after the Lender demands payment to pay the interest due before the Loan is considered in default. The Loan can be prepaid in whole or in part by the Company at any time without penalty.

The following summarizes the Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Debt Discount			Carrying Value
September 30, 2022	3/6/2023		22	%	$	0.21	$	7,000,000	$	(1,867,000	)	$	5,133,000
December 31, 2021	3/6/2022		22	%	$	1.80	$	10,000,000	$	(755,000	)	$	9,245,000

The Note includes a down-round anti-dilution provision that lowers its conversion price if the Company sells shares of common stock or issues convertible debt at a lower price per share. In 2022, the anti-dilution provision was triggered three times, as noted below:

In February 2022, when the conversion price of the Note was at $1.80 per share, the Company sold shares of common stock at $0.64 per share. This resulted in a triggering event lowering the conversion price of the Note to that value. The Company determined that it created an incremental value of $213,000 which was treated as a debt discount and amortized over the remaining term of the Note.

In June 2022, the Company sold shares of common stock at $0.28 per share, resulting in a down round triggering event lowering the conversion price of the Note to that value. The triggering event created an incremental value of $2,475,000 which was treated as a debt discount and will be amortized over the remaining term of the Note.

In July 2022, the Company modified a convertible debt agreement, lowering the conversion price of the debt to $0.21 per share, resulting in a down round triggering event lowering the conversion price of the Note to that value. The triggering event created an incremental value of $1,075,000 which was treated as a debt discount and will be amortized over the remaining term of the Note.

A Black-Scholes pricing model was utilized to determine the change in the before and after incremental value of the conversion option at each triggering event, with the following inputs:

	February 2022			June 2022			July 2022
Conversion price before	$	1.80		$	0.64		$	0.28
Conversion price after	$	0.64		$	0.28		$	0.21
Term (years)		0.02			0.69			0.61
Volatility		39.53	%		85.6	%		99.5	%
Dividend rate		0	%		0	%		0	%
Risk free rate		1.97	%		3.2	%		2.8	%

The Company amortized $940,000 and $1,897,000 of debt discount to interest expense for the three and nine months ended September 30, 2022. The amortization included $742,000, which related to accelerated amortization for the portion of the Note that was converted in June 2022. In addition to the amortization, the Company also recorded interest expense of $394,000 and $1,496,000 for the three and nine months ended September 30, 2022, and $562,000 and $1,668,000 for the three and nine months ended September 30, 2021. The interest payable balance as of September 30, 2022 and December 31, 2021 was $1,099,000 and $2,231,000, respectively.

Boyalife Genomics

On March 24, 2022, the Company entered into a License and Technology Access Agreement with Boyalife Genomics Tianjin Ltd. (“Boyalife Genomics”), a China-based CDMO and an affiliate of ThermoGenesis’ Chairman and Chief Executive Officer, Chris Xu, Ph.D. The agreement provides for a U.S. license to certain existing and future know-how and other intellectual property relating to cell manufacturing and related processes. The Company plans to develop and operate the CDMO cell therapy manufacturing business through a newly formed division named TG Biosynthesis.

Under the terms of the agreement, the Company transferred its remaining 8.64% interest in ImmuneCyte to Boyalife Genomics and agreed to pay a running royalty of 7.5% of its annual net sales of products and services that are covered by one or more of Boyalife Genomics’ granted U.S. patents and a royalty of 5.0% of other products and services covered by other licensed intellectual property. In the three and nine months ended September 30, 2022, no sales were recorded under the license agreement and no royalty payments were made to Boyalife Genomics.

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Note 5 - Related Party Lease

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

5. Related Party Lease

Z3 Investment

On March 24, 2022, the Company entered into a five year Lease Agreement with Z3 Investment LLC, an affiliate of the Company’s Chairman and CEO, beginning April 1, 2022, for approximately 35,000 square feet of laboratory and office space in Rancho Cordova, California. Under the terms of the agreement, monthly rent is $46,000 per month for the first six months, then increasing to $104,000 per month (with a 4% annual increase) thereafter. Additionally, the Company will pay all operating expenses as they become due estimated to be approximately $5,000 per month and will be expensed in the period incurred. The Company has the option to renew the lease for two 5-year periods. Additionally, the Company has the ability to opt out of the lease after one year if the CDMO facility is unable to be constructed as planned.

The Company performed an analysis of the lease and determined it to be an operating lease. A right-of-use asset and lease obligation were recorded at inception of the lease.

Operating Lease

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we use the Company’s cost of capital based on existing debt instruments. We recognize the expense for this lease on a straight-line basis over the lease term.

The following summarizes the Company’s operating lease:

	September 30, 2022
Right-of-use operating lease assets – related party, net	$	3,653,000
Current lease liability (included in other current liabilities)		397,000
Non-current lease liability – related party		3,622,000
Weighted average remaining lease term		5.00
Discount rate		22	%

Maturities of lease liabilities by year for our operating lease are as follows:

2022 (Remaining)	$	311,000
2023		1,256,000
2024		1,307,000
2025		1,359,000
2026		1,428,000
Thereafter		1,133,000
Total lease payments	$	6,794,000
Less: imputed interest		(2,775,000	)
Present value of operating lease liabilities	$	4,019,000

Statement of Cash Flows

Cash paid for amounts included in the measurement of operating lease liabilities was $138,000 and $277,000 for the three and nine months ended September 30, 2022, respectively.

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Note 6 - Convertible Promissory Note

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

6. Convertible Promissory Note

July 2019 Note

On July 23, 2019, the Company entered into a private placement with the Accredited Investor, pursuant to which the Company issued and sold to such investor an unsecured convertible promissory note in the original principal amount of $1,000,000 (the “July 2019 Note”). The July 2019 Note is convertible into shares of the Company's common stock at a conversion price equal to the lower of (a) $1.80 per share or (b) 90% of the closing sale price of the Company’s common stock on the date of conversion (subject to a floor conversion price of $0.50). The July 2019 Note bears interest at a rate of twenty-four percent (24%) per annum and is payable quarterly in arrears. Unless sooner converted in the manner described below, all principal under the July 2019 Note, together with all accrued and unpaid interest thereupon, will be due and payable three years from the date of the issuance on July 31, 2022.

On July 25, 2022, the Company entered into an amendment to the July 2019 Note, which extended the maturity date of the July 2019 Note to January 31, 2023 and modified when interest is due from quarterly to January 31, 2023. The amendment also (i) deleted the market price-based conversion right, which previously allowed for the July 2019 Note to be converted at a conversion price of 90% of the Company’s stock price on the day of conversion (subject to a $0.50 floor); and (ii) changed to a fixed conversion price to $0.21 per share, provided that in the event that the Company issues shares, options, warrants, or convertible securities, at an effective price per common share lower than $0.21, then the conversion price will be adjusted to such lower issuance price.

The Company performed a debt extinguishment vs. modification analysis on the amendment to the July 2019 Note and determined that the extension would be considered an extinguishment, due to an increase of more than 10% to the value of the embedded conversion option. No gain or loss was recorded in the consolidated statement of operations for the quarter ended September 30, 2022 as it was determined that the fair value of the amendment of the July 2019 Note and accrued interest was $1,020,000 both before and after the extension.

The following summarizes the July 2019 Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Carrying Value
September 30, 2022	1/31/2023		24	%	$	0.21	$	1,000,000
December 31, 2021	7/31/2022		24	%	$	0.91	$	813,000

The Company recorded amortization of debt discount on the July 2019 Note of $80,000 and $241,000 for the three and nine months ended September 30, 2021. Interest expense related to the July 2019 Note was $60,000 and $180,000 for the three and nine months ended September 30, 2022 and 2021.

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Note 7 - Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

7. Stockholders’ Equity

Common Stock

On February 3, 2022, the Company entered into Amendment No. 2 to the At the Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC to further increase the maximum aggregate offering price of shares of Common Stock that may be offered and sold from time to time under the Offering Agreement from $15,280,000 to $19,555,000, which enables the Company to sell an additional $4,275,000 of shares after taking into account prior sales under the Offering Agreement (the “Additional Shares”). After filing the Company’s 2021 Form 10-K in March 2022, the total offering price was updated to $18,573,000 based on the shares currently available on Company’s existing Form S-3. The terms and conditions of the Offering Agreement otherwise remain unchanged. For the nine months ended September 30, 2022, the Company sold a total of 8,857,344 shares of common stock under the Offering Agreement for aggregate gross proceeds of $3,293,000 at an average selling price of $0.37 per share, resulting in net proceeds of approximately $3,037,000 after deducting commissions and other transaction costs of approximately $256,000.

Equity Plans

On January 13, 2022, the Company’s stockholders approved an amendment of the Company’s Amended 2016 Equity Incentive Plan to increase the aggregate number of shares of the Company’s common stock that may be issued under the plan from 392,500 shares to 1,200,000 shares.

Net Loss Per Share

Net loss per share is computed by dividing the net loss 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 noted below is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities consisted of the following at September 30:

	2022		2021
Common stock equivalents of convertible promissory notes and accrued interest		43,612,759		7,071,241
Warrants – other		653,248		653,248
Stock options		287,081		366,595
Total		44,553,088		8,091,084

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Note 8 - Revenue

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

8. Revenue

The following table presents net sales by geographic areas:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
United States	$	1,535,000	$	1,517,000	$	4,973,000	$	3,558,000
China		364,000		1,357,000		1,570,000		1,445,000
Thailand		2,000		--		10,000		400,000
Other		214,000		284,000		1,254,000		1,473,000
Total	$	2,115,000	$	3,158,000	$	7,807,000	$	6,876,000

The following tables summarize the revenues by product line and type:

	Three Months Ended September 30, 2022
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,034,000	$	75,000	$	--	$	1,109,000
BioArchive		201,000		321,000		--		522,000
CAR-TXpress		190,000		44,000		72,000		306,000
Manual Disposables		150,000		--		--		150,000
Other		20,000		--		8,000		28,000
Total	$	1,595,000	$	440,000	$	80,000	$	2,115,000

	Nine Months Ended September 30, 2022
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	4,668,000	$	171,000	$	--	$	4,839,000
BioArchive		694,000		924,000		--		1,618,000
CAR-TXpress		551,000		146,000		214,000		911,000
Manual Disposables		357,000		--		--		357,000
Other		59,000		--		23,000		82,000
Total	$	6,329,000	$	1,241,000	$	237,000	$	7,807,000

	Three Months Ended September 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	2,217,000	$	72,000	$	21,000	$	2,310,000
BioArchive		221,000		297,000		--		518,000
CAR-TXpress		160,000		31,000		71,000		262,000
Manual Disposables		55,000		--		--		55,000
Other		9,000		--		4,000		13,000
Total	$	2,662,000	$	400,000	$	96,000	$	3,158,000

	Nine Months Ended September 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	3,490,000	$	159,000	$	21,000	$	3,670,000
BioArchive		652,000		1,165,000		--		1,817,000
CAR-TXpress		702,000		89,000		214,000		1,005,000
Manual Disposables		300,000		--		--		300,000
Other		46,000		--		38,000		84,000
Total	$	5,190,000	$	1,413,000	$	273,000	$	6,876,000

Contract Balances

Generally, all sales are contract sales (with either an underlying contract or purchase order). The Company does not have any material contract assets. When invoicing occurs prior to revenue recognition, a contract liability is recorded (as deferred revenue on the consolidated balance sheet). Revenues recognized during the three and nine months ended September 30, 2022 that were included in the beginning balance of deferred revenue were $144,000 and $620,000, respectively. Short-term deferred revenues were $841,000 and $719,000 at September 30, 2022 and December 31, 2021, respectively. Long-term deferred revenue was $1,014,000 and $1,244,000 at September 30, 2022 and December 31, 2021, respectively.

Backlog of Remaining Customer Performance Obligations

The following table represents revenue expected to be recognized in the future from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	Remainder of 2022		2023		2024		2025		2026 and beyond		Total
Service revenue	$	407,000	$	1,089,000	$	664,000	$	176,000	$	--	$	2,336,000
Device revenue (1)		21,000		733,000		41,000		--		--		795,000
Exclusivity fee		71,000		286,000		286,000		286,000		190,000		1,119,000
Other		3,000		13,000		13,000		13,000		122,000		164,000
Total	$	502,000	$	2,121,000	$	1,004,000	$	475,000	$	312,000	$	4,414,000

(1) Represents the minimum purchase requirements under the distribution agreement the Company signed with its AXP distributor in China.

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Note 9 - Concentrations

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

9. Concentrations

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable as follows:

Accounts Receivable

	September 30, 2022			December 31, 2021
Customer 1		49	%		--	%
Customer 2		15	%		28	%
Customer 3		13	%		--	%
Customer 4		1	%		27	%

Revenues

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Customer 1		36	%		22	%		36	%		15	%
Customer 2		14	%		1	%		6	%		1	%
Customer 3		1	%		44	%		14	%		20	%

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Note 10 - Subsequent Events

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

10. Subsequent Events

On October 25, 2022, 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 $2,055,000. The Offering closed on October 28, 2022. Each Unit sold in the Offering consisted of one share of the Company's common stock and one common warrant to purchase one share of common stock, and each Pre-Funded Unit consisted of one pre-funded warrant to purchase one share of common stock and one common warrant to purchase one share of common stock. The common warrants 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. The 2,892,858 pre-funded warrants sold in the Offering were exercised on October 25, 2022.

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Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of PresentationThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (“SEC”) rules and regulations and accounting principles applicable for interim periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance.Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the Company’s fiscal year ended December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in ThermoGenesis Holdings’ Annual Report on Form 10-K for the year ended December 31, 2021.
Consolidation, Policy [Policy Text Block]	Principles of ConsolidationThe consolidated financial statements include the accounts of ThermoGenesis Holdings and its wholly-owned subsidiaries, ThermoGenesis Corp. and TotipotentRX Cell Therapy, Pvt. Ltd and ThermoGenesis Corp’s majority-owned subsidiary, CARTXpress Bio. All significant intercompany accounts and transactions have been eliminated upon consolidation.The 20% ownership interest of CARTXpress Bio that is not owned by ThermoGenesis Holdings is accounted for as a non-controlling interest as the Company has an 80% ownership interest in CARTXpress Bio. Earnings or losses attributable to other stockholders of a consolidated affiliated company are classified separately as "non-controlling interest" in the Company's consolidated statements of operations. Net loss attributable to non-controlling interests reflects only its share of the after-tax earnings or losses of an affiliated company. The Company's condensed consolidated balance sheets reflect non-controlling interests within the equity section.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Adopted Accounting StandardsOn January 1, 2022, we adopted Accounting Standards Update (“ASU”) 2020-06 “Debt-Debt with Conversion and Other Options (“Subtopic 470-20”) and Derivatives and Hedging-Contracts in Entity’s Own Equity (“Subtopic 815-40”): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” using the modified retrospective method. ASU 2020-06 provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher than shareholder’s rights, and (3) whether collateral is required. The Company recognized a cumulative effect of $9,739,000 of initially applying the ASU as an adjustment to the January 1, 2022 opening balance of accumulated deficit. Due to the recombination of the equity conversion component of our convertible debt outstanding, the 2022 opening balance of additional paid in capital was reduced by $10,681,000 and the debt discounts of the convertible promissory notes were reduced $942,000.

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Note 4 - Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2022

Notes Tables

Schedule of Related Party Transactions [Table Text Block]

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Debt Discount			Carrying Value
September 30, 2022	3/6/2023		22	%	$	0.21	$	7,000,000	$	(1,867,000	)	$	5,133,000
December 31, 2021	3/6/2022		22	%	$	1.80	$	10,000,000	$	(755,000	)	$	9,245,000

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	February 2022			June 2022			July 2022
Conversion price before	$	1.80		$	0.64		$	0.28
Conversion price after	$	0.64		$	0.28		$	0.21
Term (years)		0.02			0.69			0.61
Volatility		39.53	%		85.6	%		99.5	%
Dividend rate		0	%		0	%		0	%
Risk free rate		1.97	%		3.2	%		2.8	%

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Note 5 - Related Party Lease (Tables)

9 Months Ended

Sep. 30, 2022

Notes Tables

Lease, Cost [Table Text Block]

	September 30, 2022
Right-of-use operating lease assets – related party, net	$	3,653,000
Current lease liability (included in other current liabilities)		397,000
Non-current lease liability – related party		3,622,000
Weighted average remaining lease term		5.00
Discount rate		22	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

2022 (Remaining)	$	311,000
2023		1,256,000
2024		1,307,000
2025		1,359,000
2026		1,428,000
Thereafter		1,133,000
Total lease payments	$	6,794,000
Less: imputed interest		(2,775,000	)
Present value of operating lease liabilities	$	4,019,000

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Note 6 - Convertible Promissory Note (Tables)

9 Months Ended

Sep. 30, 2022

Notes Tables

Convertible Debt [Table Text Block]

	Maturity Date	Stated Interest Rate			Conversion Price		Carrying Value
September 30, 2022	1/31/2023		24	%	$	0.21	$	1,000,000
December 31, 2021	7/31/2022		24	%	$	0.91	$	813,000

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Note 7 - Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	2022		2021
Common stock equivalents of convertible promissory notes and accrued interest		43,612,759		7,071,241
Warrants – other		653,248		653,248
Stock options		287,081		366,595
Total		44,553,088		8,091,084

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Note 8 - Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
United States	$	1,535,000	$	1,517,000	$	4,973,000	$	3,558,000
China		364,000		1,357,000		1,570,000		1,445,000
Thailand		2,000		--		10,000		400,000
Other		214,000		284,000		1,254,000		1,473,000
Total	$	2,115,000	$	3,158,000	$	7,807,000	$	6,876,000

	Three Months Ended September 30, 2022
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,034,000	$	75,000	$	--	$	1,109,000
BioArchive		201,000		321,000		--		522,000
CAR-TXpress		190,000		44,000		72,000		306,000
Manual Disposables		150,000		--		--		150,000
Other		20,000		--		8,000		28,000
Total	$	1,595,000	$	440,000	$	80,000	$	2,115,000

	Nine Months Ended September 30, 2022
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	4,668,000	$	171,000	$	--	$	4,839,000
BioArchive		694,000		924,000		--		1,618,000
CAR-TXpress		551,000		146,000		214,000		911,000
Manual Disposables		357,000		--		--		357,000
Other		59,000		--		23,000		82,000
Total	$	6,329,000	$	1,241,000	$	237,000	$	7,807,000

	Three Months Ended September 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	2,217,000	$	72,000	$	21,000	$	2,310,000
BioArchive		221,000		297,000		--		518,000
CAR-TXpress		160,000		31,000		71,000		262,000
Manual Disposables		55,000		--		--		55,000
Other		9,000		--		4,000		13,000
Total	$	2,662,000	$	400,000	$	96,000	$	3,158,000

	Nine Months Ended September 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	3,490,000	$	159,000	$	21,000	$	3,670,000
BioArchive		652,000		1,165,000		--		1,817,000
CAR-TXpress		702,000		89,000		214,000		1,005,000
Manual Disposables		300,000		--		--		300,000
Other		46,000		--		38,000		84,000
Total	$	5,190,000	$	1,413,000	$	273,000	$	6,876,000

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block]

	Remainder of 2022		2023		2024		2025		2026 and beyond		Total
Service revenue	$	407,000	$	1,089,000	$	664,000	$	176,000	$	--	$	2,336,000
Device revenue (1)		21,000		733,000		41,000		--		--		795,000
Exclusivity fee		71,000		286,000		286,000		286,000		190,000		1,119,000
Other		3,000		13,000		13,000		13,000		122,000		164,000
Total	$	502,000	$	2,121,000	$	1,004,000	$	475,000	$	312,000	$	4,414,000

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Note 9 - Concentrations (Tables)

9 Months Ended

Sep. 30, 2022

Notes Tables

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	September 30, 2022			December 31, 2021
Customer 1		49	%		--	%
Customer 2		15	%		28	%
Customer 3		13	%		--	%
Customer 4		1	%		27	%

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Customer 1		36	%		22	%		36	%		15	%
Customer 2		14	%		1	%		6	%		1	%
Customer 3		1	%		44	%		14	%		20	%

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Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance	$ 4,266,000	$ 5,509,000	$ 1,282,000		$ 3,397,000	$ 6,168,000	$ 7,869,000	$ 10,430,000	$ 5,870,000
Retained Earnings [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance	(262,761,000)	(259,521,000)	(256,833,000)		(264,662,000)	(262,009,000)	(260,235,000)	(255,696,000)	(253,283,000)
Additional Paid-in Capital [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance	$ 267,731,000	$ 265,596,000	$ 258,614,000		268,447,000	$ 268,336,000	$ 268,244,000	$ 266,145,000	$ 259,058,000
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2020-06 [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance					(942,000)
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | Convertible Debt [Member]
Debt Instrument, Unamortized Discount, Total				$ (942,000)
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | Retained Earnings [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance				9,739,000	9,739,000
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | Additional Paid-in Capital [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance				$ (10,681,000)	$ (10,681,000)
CAR-TXpress [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	20.00%
Noncontrolling Interest, Ownership Percentage by Parent	80.00%

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Note 4 - Related Party Transactions (Details Textual) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2022	Mar. 24, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 31, 2022	Feb. 28, 2022	Dec. 31, 2021	Mar. 31, 2017
Amortization of Debt Discount (Premium)						$ 1,897,000	$ 2,723,000
Interest Paid, Excluding Capitalized Interest, Operating Activities						180,000	180,000
ImmuneCyte [Member]
Percent of Ownership Interest Transferred		8.64%
Royalty, Percent of Annual Net Sales, US Patents		7.50%
Royalty, Percent of Annual Net Sales, Other Licensed Intellectual Property		5.00%
Convertible Note Converted into Common Stock [Member]
Debt Conversion, Original Debt, Amount			$ 3,000,000
Debt Conversion, Converted Instrument, Shares Issued			10,552,234
Boyalife Asset Holding II [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity											$ 10,000,000
Long-Term Line of Credit, Total				$ 7,000,000		$ 7,000,000				$ 10,000,000
Debt Instrument, Interest Rate, Stated Percentage				22.00%		22.00%
Debt Instrument, Convertible, Conversion Price	$ 0.28		$ 0.28					$ 0.21	$ 0.64		$ 1.80
Debt Instrument, Unamortized Discount, Total	$ 2,475,000		$ 2,475,000					$ 1,075,000	$ 213,000
Amortization of Debt Discount (Premium)	$ 742,000			$ 940,000		$ 1,897,000
Interest Paid, Excluding Capitalized Interest, Operating Activities				394,000	$ 562,000	1,496,000	$ 1,668,000
Interest Payable				$ 1,099,000		$ 1,099,000				$ 2,231,000

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Note 4 - Related Party Transactions - Summarizes the Note (Details) - Boyalife Asset Holding II [Member] - Convertible Debt [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Maturity Date	Mar. 06, 2023	Mar. 06, 2022
Stated Interest Rate	22.00%	22.00%
Conversion Price (in dollars per share)	$ 0.21	$ 1.80
Face Value	$ 7,000,000	$ 10,000,000
Debt Discount	(1,867,000)	(755,000)
Carrying Value	$ 5,133,000	$ 9,245,000

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Note 4 - Related Party Transactions - Black-Scholes Pricing Model (Details)	Jul. 30, 2022	Jun. 30, 2022	Feb. 28, 2022
Measurement Input, Conversion Price Before [Member]
Measurement input	0.28	0.64	1.80
Measurement Input, Conversion Price [Member]
Measurement input	0.21	0.28	0.64
Measurement Input, Expected Term [Member]
Measurement input	0.61	0.69	0.02
Measurement Input, Price Volatility [Member]
Measurement input	0.995	0.856	0.3953
Measurement Input, Expected Dividend Rate [Member]
Measurement input	0	0	0
Measurement Input, Risk Free Interest Rate [Member]
Measurement input	0.028	0.032	0.0197

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Note 5 - Related Party Lease (Details Textual) - Lease Agreement with Z3 Investment LLC [Member]		3 Months Ended	9 Months Ended
	Mar. 24, 2022 USD ($) a	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Lessee, Operating Lease, Term of Contract	5 years
Area of Real Estate Property | a	35,000
First Six Months, Rental Expense, Operating Leases	$ 46,000
Second Six Months, Rental Expense, Operating Lease	$ 104,000
Percent Increase, Annual Rental Expense	4.00%
Operating lease, Operating Expenses, Per Month	$ 5,000
Lessee, Operating Lease, Renewal Term (Year)	5 years
Operating Lease, Payments		$ 138,000	$ 277,000

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Note 5 - Related Party Lease - Lease Information (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Right-of-use operating lease assets – related party, net	$ 426,000	$ 571,000
Non-current lease liability – related party	205,000	$ 398,000
Lease Agreement with Z3 Investment LLC [Member]
Right-of-use operating lease assets – related party, net	3,653,000
Current lease liability (included in other current liabilities)	397,000
Non-current lease liability – related party	$ 3,622,000
Weighted average remaining lease term (Year)	5 years
Discount rate	22.00%

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Note 5 - Related Party Lease - Maturities of Lease Liabilities (Details) - Lease Agreement with Z3 Investment LLC [Member]	Sep. 30, 2022 USD ($)
2022 (Remaining)	$ 311,000
2023	1,256,000
2024	1,307,000
2025	1,359,000
2026	1,428,000
Thereafter	1,133,000
Total lease payments	6,794,000
Less: imputed interest	(2,775,000)
Present value of operating lease liabilities	$ 4,019,000

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Note 6 - Convertible Promissory Note (Details Textual) - USD ($)		3 Months Ended		9 Months Ended
	Jul. 23, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 25, 2022	Dec. 31, 2021
Amortization of Debt Discount (Premium)				$ 1,897,000	$ 2,723,000
Interest Expense, Debt, Total		$ 60,000
Convertible Debt [Member] | The July 2019 Note [Member]
Debt Instrument, Face Amount	$ 1,000,000
Debt Instrument, Convertible, Conversion Price	$ 1.80	$ 0.21		$ 0.21		$ 0.21	$ 0.91
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger	90.00%
Debt Instrument, Interest Rate, Stated Percentage	24.00%	24.00%		24.00%			24.00%
Long-Term Debt, Fair Value		$ 1,020,000		$ 1,020,000
Amortization of Debt Discount (Premium)			$ 80,000		241,000
Interest Expense, Debt, Total			$ 60,000	$ 180,000	$ 180,000
Convertible Debt [Member] | The July 2019 Note [Member] | Minimum [Member]
Debt Instrument, Convertible, Conversion Price	$ 0.50

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Note 6 - Convertible Promissory Note - Convertible Promissory Note (Details) - Convertible Debt [Member] - The July 2019 Note [Member] - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jul. 25, 2022	Dec. 31, 2021	Jul. 23, 2019
Maturity Date	Jul. 31, 2022	Jul. 31, 2022
Stated Interest Rate	24.00%			24.00%	24.00%
Conversion Price (in dollars per share)	$ 0.21		$ 0.21	$ 0.91	$ 1.80
Carrying Value	$ 1,000,000			$ 813,000

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Note 7 - Stockholders' Equity (Details Textual) - USD ($)		3 Months Ended	9 Months Ended
	Jan. 13, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022	Feb. 03, 2022
Proceeds from Issuance of Common Stock, Net			$ 3,037,000	$ 6,832,000
The 2016 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized	392,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized	1,200,000
At The Market Offering Agreement [Member]
Maximum Offering Price for Issuance of Common Stock					$ 18,573,000
Additional Common Stock, Shares Authorized						$ 4,275,000
Stock Issued During Period, Shares, New Issues		1,450,000	8,857,344
Proceeds from Issuance of Common Stock			$ 3,293,000
Shares Issued, Average Price Per Share			$ 0.37
Proceeds from Issuance of Common Stock, Net			$ 3,037,000
Payments of Stock Issuance Costs			$ 256,000
Minimum [Member] | At The Market Offering Agreement [Member]
Maximum Offering Price for Issuance of Common Stock						15,280,000
Maximum [Member] | At The Market Offering Agreement [Member]
Maximum Offering Price for Issuance of Common Stock						$ 19,555,261

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Note 7 - Stockholders' Equity - Anti-dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Anti-dilutive securities (in shares)	44,553,088	8,091,084
Convertible Debt Securities [Member]
Anti-dilutive securities (in shares)	43,612,759	7,071,241
Warrant, Other [Member]
Anti-dilutive securities (in shares)	653,248	653,248
Share-Based Payment Arrangement, Option [Member]
Anti-dilutive securities (in shares)	287,081	366,595

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Note 8 - Revenue (Details Textual) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Contract with Customer, Liability, Revenue Recognized	$ 144,000	$ 620,000
Contract with Customer, Liability, Current	841,000	841,000	$ 719,000
Contract with Customer, Liability, Noncurrent	$ 1,014,000	$ 1,014,000	$ 1,244,000

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Note 8 - Revenue - Revenues (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net revenues	$ 2,115,000	$ 3,158,000	$ 7,807,000	$ 6,876,000
Device Revenue [Member]
Net revenues	1,595,000	2,662,000	6,329,000	5,190,000
Service [Member]
Net revenues	440,000	400,000	1,241,000	1,413,000
Other [Member]
Net revenues	80,000	96,000	237,000	273,000
Device [Member] | AXP [Member]
Net revenues	1,109,000	2,310,000	4,839,000	3,670,000
Device [Member] | AXP [Member] | Device Revenue [Member]
Net revenues	1,034,000	2,217,000	4,668,000	3,490,000
Device [Member] | AXP [Member] | Service [Member]
Net revenues	75,000	72,000	171,000	159,000
Device [Member] | AXP [Member] | Other [Member]
Net revenues		21,000		21,000
Device [Member] | BioArchive [Member]
Net revenues	522,000	518,000	1,618,000	1,817,000
Device [Member] | BioArchive [Member] | Device Revenue [Member]
Net revenues	201,000	221,000	694,000	652,000
Device [Member] | BioArchive [Member] | Service [Member]
Net revenues	321,000	297,000	924,000	1,165,000
Device [Member] | CAR-TXpress [Member]
Net revenues	306,000	262,000	911,000	1,005,000
Device [Member] | CAR-TXpress [Member] | Device Revenue [Member]
Net revenues	190,000	160,000	551,000	702,000
Device [Member] | CAR-TXpress [Member] | Service [Member]
Net revenues	44,000	31,000	146,000	89,000
Device [Member] | CAR-TXpress [Member] | Other [Member]
Net revenues	72,000	71,000	214,000	214,000
Device [Member] | Manual Disposables [Member]
Net revenues	150,000	55,000	357,000	300,000
Device [Member] | Manual Disposables [Member] | Device Revenue [Member]
Net revenues	150,000	55,000	357,000	300,000
Device [Member] | Other Subsegments [Member]
Net revenues	28,000	13,000	82,000	84,000
Device [Member] | Other Subsegments [Member] | Device Revenue [Member]
Net revenues	20,000	9,000	59,000	46,000
Device [Member] | Other Subsegments [Member] | Other [Member]
Net revenues	8,000	4,000	23,000	38,000
UNITED STATES
Net revenues	1,535,000	1,517,000	4,973,000	3,558,000
CHINA
Net revenues	364,000	1,357,000	1,570,000	1,445,000
THAILAND
Net revenues	2,000		10,000	400,000
All Other Countries [Member]
Net revenues	$ 214,000	$ 284,000	$ 1,254,000	$ 1,473,000

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Note 8 - Revenue - Remaining Performance Obligations (Details)	Sep. 30, 2022 USD ($)
Revenue, Remaining Performance Obligation, Amount	$ 4,414,000
Service [Member]
Revenue, Remaining Performance Obligation, Amount	2,336,000
Device Revenue [Member]
Revenue, Remaining Performance Obligation, Amount	795,000	[1]
Exclusivity Fee [Member]
Revenue, Remaining Performance Obligation, Amount	1,119,000
Product and Service, Other [Member]
Revenue, Remaining Performance Obligation, Amount	$ 164,000

[1] Represents the minimum purchase requirements under the distribution agreement the Company signed with its AXP distributor in China.

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Note 8 - Revenue - Remaining Performance Obligations 2 (Details)	Sep. 30, 2022 USD ($)
Revenue, Remaining Performance Obligation, Amount	$ 4,414,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Amount	$ 502,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Amount	$ 2,121,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Amount	$ 1,004,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Amount	$ 475,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Amount	$ 312,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Service [Member]
Revenue, Remaining Performance Obligation, Amount	$ 2,336,000
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Amount	$ 407,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	3 months
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Amount	$ 1,089,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Amount	$ 664,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Amount	$ 176,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Device Revenue [Member]
Revenue, Remaining Performance Obligation, Amount	$ 795,000	[1]
Device Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Amount	$ 21,000	[1]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	3 months	[1]
Device Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Amount	$ 733,000	[1]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year	[1]
Device Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Amount	$ 41,000	[1]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year	[1]
Exclusivity Fee [Member]
Revenue, Remaining Performance Obligation, Amount	$ 1,119,000
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Amount	$ 71,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	3 months
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Amount	$ 286,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Amount	$ 286,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Amount	$ 286,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Amount	$ 190,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Product and Service, Other [Member]
Revenue, Remaining Performance Obligation, Amount	$ 164,000
Product and Service, Other [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Amount	$ 3,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	3 months
Product and Service, Other [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Amount	$ 13,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Product and Service, Other [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Amount	$ 13,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Product and Service, Other [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Amount	$ 13,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Product and Service, Other [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Amount	$ 122,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year

[1] Represents the minimum purchase requirements under the distribution agreement the Company signed with its AXP distributor in China.

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Note 9 - Concentrations - Accounts Receivables and Revenues (Details) - Customer Concentration Risk [Member]	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accounts Receivable [Member] | Customer 1 [Member]
Concentration Risk, Percentage			49.00%
Accounts Receivable [Member] | Customer 2 [Member]
Concentration Risk, Percentage			15.00%		28.00%
Accounts Receivable [Member] | Customer 3 [Member]
Concentration Risk, Percentage			13.00%
Accounts Receivable [Member] | Customer 4 [Member]
Concentration Risk, Percentage					27.00%
Revenue from Contract with Customer Benchmark [Member] | Customer 1 [Member]
Concentration Risk, Percentage	36.00%	0.48%	36.00%	0.10%
Revenue from Contract with Customer Benchmark [Member] | Customer 2 [Member]
Concentration Risk, Percentage	14.00%	1.00%	6.00%	1.00%
Revenue from Contract with Customer Benchmark [Member] | Customer 3 [Member]
Concentration Risk, Percentage	1.00%	44.00%	14.00%	20.00%

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Note 10 - Subsequent Events (Details Textual) - Subsequent Event [Member]	Oct. 25, 2022 USD ($) $ / shares shares
Shares Issued, Price Per Share | $ / shares	$ 0.14
Proceeds from Issuance or Sale of Equity, Total | $	$ 2,055,000
The Units Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Pre-funded Units Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Units Common Warrant [Member]
Units Issued, Warrants Per Unit	1
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Offering Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.14
Warrants and Rights Outstanding, Term	5 years
Warrants and Rights Outstanding, Warrants Exercised	2,892,858
Units [Member]
Stock Issued During Period, Units, New Issues	11,783,572
Units Issued, Common Shares Per Unit	1
Units Issued, Warrants Per Unit	1
Pre-funded Units [Member]
Stock Issued During Period, Units, New Issues	2,892,858
Units Issued, Warrants Per Unit	1