false 0000811212 0000811212 2022-12-15 2022-12-15
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 15, 2022
 
THERMOGENESIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
         
   
Delaware
  
333-82900
  
94-3018487
         
(State or Other Jurisdiction
  
(Commission
  
(IRS Employer
of Incorporation)
  
File Number)
  
Identification No.)
     
   
2711 Citrus Road, Rancho Cordova, California
  
95742
     
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code (949) 753-0624
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
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
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company      ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐
 
 
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
The Company held its annual meeting of stockholders on December 15, 2022 (the “Annual Meeting”). The following proposals were approved according to the following final voting results:
 
 
1.
To approve the election of the following individuals as directors to the Board of Directors:
 
Xiaochun Xu    
For
  
16,916,747
Withhold
  
363,958
Broker Non-Votes
  
8,983,019
Uncast
  
0
 
Vivian Liu
    
For
  
16,888,248
Withhold
  
392,457
Broker Non-Votes
  
8,983,019
Uncast
  
0
 
Russell Medford
    
For
  
17,047,314
Withhold
  
233,391
Broker Non-Votes
  
8,983,019
Uncast
  
0
 
Joseph Thomis
    
For
  
17,054,248
Withhold
  
226,457
Broker Non-Votes
  
8,983,019
Uncast
  
0
 
Haihong Zhu
    
For
  
16,906,124
Withhold
  
374,581
Broker Non-Votes
  
8,983,019
Uncast
  
0
 
 
 
2.
To approve an amendment to the Company’s amended and restated certificate of incorporation, if necessary, to effect a reverse stock split of our issued and outstanding shares of common stock at an exchange ratio ranging from one-for-twenty (1:20) to one-for-fifty (1:50), with the exact ratio to be determined by our Board of Directors:
 
For
25,582,302
Against
637,332
Abstain
44,090
Broker Non-Votes
0
Uncast
0
 
 
3.
To approve the 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 1,200,000 shares to 3,000,000 shares:
 
For
    
16,690,064
  
Against
    
576,701
  
Abstain
    
13,940
  
Broker Non-Votes
    
8,983,019
  
Uncast
    
0
  
 
 
 
 
 
4.
To Ratify the Appointment of Marcum LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022:
 
For
26,104,051
Against
100,982
Abstain
58,691
Broker Non-Votes
0
Uncast
0
 
The stockholders did not vote on any other matters at the Annual Meeting.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
 
Exhibit No.
Description of Exhibit
 
10.1
Amendment to the Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc.
     
 
10.2
Amended 2016 Equity Incentive Plan
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
THERMOGENESIS HOLDINGS, INC.
   
(Registrant)
     
Dated: December 19, 2022
  
/s/ Mr. Jeffery Cauble
   
Jeffery Cauble, Chief Financial Officer