false
0000811212
0000811212
2023-09-28
2023-09-28
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): September 28, 2023
THERMOGENESIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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333-82900
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94-3018487
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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2711 Citrus Road, Rancho Cordova, California
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95742
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (916) 858-5100
(Former Name or Former Address, if Changed Since Last Report)
N/A
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $.001 par value
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THMO
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Nasdaq Capital Market
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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. ☐
On September 28, 2023, ThermoGenesis Holdings, Inc. (the “Company”) received a conversion notice from Boyalife Group, Inc. (“Boyalife”) to convert a total of $700,000 of the outstanding accrued interest of the Second Amended and Restated Convertible Promissory Note issued by the Company to Boyalife on April 16, 2018, as amended by Amendment No 1 dated March 4, 2022, and Amendment No 2 dated March 6, 2023 (as amended, the “Note”). The amount converted represents $700,000 of the outstanding accrued interest of the Note. The conversion resulted in the issuance of 654,206 shares of the Company’s common stock at a conversion price of $1.07 per share. Immediately after the conversion, the outstanding principal balance of the Note was $7,278,000 and accrued but unpaid interest was $216,000.
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.
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THERMOGENESIS HOLDINGS, INC.
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(Registrant)
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Dated: October 4, 2023
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/s/ Jeffery Cauble
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Jeffery Cauble,
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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