8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2024

THERMOGENESIS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its 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: (916) 858-5100

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value	THMO	The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

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 1.01.         Entry into a Material Definitive Agreement.

On January 5, 2024, ThermoGenesis Holdings, Inc. (the "Company”) entered into an Amendment No. 3 (the "Amendment to Note”) to its Second Amended and Restated Convertible Promissory Note with Boyalife Group Inc. (the "Note”), and an Amendment No. 4 (the "Amendment to Credit Agreement”) to its First Amended and Restated Revolving Credit Agreement with Boyalife Group Inc. (the "Credit Agreement”). The Amendment to Note amends and extends the maturity date of the Note from December 31, 2023 to December 31, 2024, and provides that beginning January 1, 2024, accrued and unpaid interest of approximately $634,293 shall be due and payable on or before July 1 and December 31 of each year. Accrued and unpaid interest as of December 31, 2023, (the “December 2023 Capitalized Amount”) shall be paid in six (6) equal installments of approximately $106,000 each on or before the first day of each of January, February, March, April, May, and June of 2024. Any unpaid portion of the December 2023 Capitalized Amount shall bear interest at an annual rate of twenty-two percent (22%), and accrued and unpaid interest on the December 2023 Capitalized Amount shall be due and payable on July 1, 2024. The Amendment to Credit Agreement amends the Credit Agreement to change the defined term "Termination Date” to December 31, 2024.

Except for the foregoing, no material changes were made to the Note or the Credit Agreement.

The foregoing descriptions of the Amendment to Note and Amendment to Credit Agreement is qualified in its entirety by reference to the full text of each document, which are attached to this Form 8-K as Exhibits 10.1 and 10.2, respectively, and which are incorporated herein by reference.

Item 9.01.         Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
10.1	Amendment No. 3 to Second Amended and Restated Convertible Promissory Note, date January 5, 2024, between ThermoGenesis Holdings, Inc. and Boyalife Group, Inc.
10.2	Amendment No. 4 to First Amended and Restated Revolving Credit Agreement, dated January 5, 2024, between ThermoGenesis Holdings, Inc. and Boyalife Group, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	THERMOGENESIS HOLDINGS, INC.
Dated: January 10, 2024	/s/ Jeffery Cauble
	Jeffery Cauble Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE, dated as of January 5, 2024 (this “Amendment”), amends that certain Second Amended and Restated Convertible Promissory Note initially issued on April 16, 2018, and previously amended by Amendment No. 1, dated March 4, 2022 and Amendment No. 2, dated March 6, 2023 (as amended, the “Note”), by ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Company”), to Boyalife Group Inc., an Illinois corporation as successor-in-interest to Boyalife Asset Holding II, Inc. (the “Holder”).

WHEREAS:

A. The Note, as amended hereby, evidences loans made by the Holder or its predecessors-in-interest to the Company pursuant to that certain First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between the Holder and the Company, as amended by Amendment No. 1 thereto dated May 7, 2018, Amendment No. 2 thereto dated March 4, 2022, Amendment No. 3 thereto dated March 6, 2023, and Amendment No. 4 thereto of even date herewith (as amended, the “Credit Agreement”).

B. Pursuant to Amendment No. 4 to the Credit Agreement of even date herewith, the Company and the Holder agreed to extend the Termination Date (as defined in the Credit Agreement) to December 31, 2024.

C.  The Company and the Holder desire to hereby amend the Note to extend the Maturity Date (as defined in the Note) to December 31, 2024.

NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders hereto agree as follows:

1. The “Maturity Date” set forth in Section 3 of the Note is hereby amended to be “December 31, 2024.”

2. Paragraph two of the Note shall be deleted in its entirety and replaced with the following:

“2.         Interest. This Note shall bear simple interest (calculated on the basis of a 360-day year for the actual number of days elapsed), at the annual rate of twenty-two percent (22.0%) of the principal amount of this Note outstanding from time to time, and if such rate is determined to be usurious, then the rate shall be reduced to the highest legally permissible rate. Beginning January 1, 2024, accrued and unpaid interest shall be due and payable on or before July 1 and December 31 of each year. Accrued and unpaid interest as of December 31, 2023 in the amount of $634,293, (the “December 2023 Capitalized Amount”) and shall be paid in six (6) equal installments of $105,715.50 each on or before the first day of each of January, February, March, April, May, and June of 2024. Any unpaid portion of the December 2023 Capitalized Amount shall bear interest at the rate set forth in the first sentence of this paragraph, and accrued and unpaid interest on the December 2023 Capitalized Amount shall be due and payable on July 1, 2024.”

3. An executed copy of this Amendment shall be affixed or be deemed affixed to the Note. Except as specifically set forth in this Amendment, all of the terms and provisions of the Note, as heretofore amended, shall continue to remain in full force and effect. This Amendment is not intended to be, and shall not constitute, a substitution or novation of the Note.

4. Capitalized terms appearing in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Note.

5. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. This Amendment, together with the Note (as heretofore amended), contains the final, complete, and exclusive expression of the parties’ understanding and agreement concerning the matters contemplated herein and supersedes any prior or contemporaneous agreement, oral or written, among them.

6. Each and every term and provision of this Amendment shall be binding upon and shall inure to the benefit of the Holder and its successors and assigns.

7. This Amendment shall be governed by and construed under the laws of the State of California, without giving effect to the principles of conflicts of law thereof. Any claims or legal actions arising hereunder shall be commenced and maintained in any state or federal court of competent jurisdiction located in the State of California, and the Holder consents and submits to the exclusive jurisdiction and venue of any such court.

[signature page follows]

-2-

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 to Second Amended and Restated Convertible Promissory Note as of the date first set forth above.

COMPANY:
THERMOGENESIS HOLDINGS, INC.
By:	/s/ Jeff Cauble
	Jeff Cauble, Chief Financial Officer

[Signature Page to Amendment No. 3 to Second Amended and Restated Convertible Promissory Note]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 to Second Amended and Restated Convertible Promissory Note as of the first date set forth above.

HOLDER:
BOYALIFE GROUP INC.
By:	/s/ Xiaochun Xu
	Xiaochun Xu, President

[Signature Page to Amendment No. 3 to Second Amended and Restated Convertible Promissory Note]

EX-10.2

Exhibit 10.2

AMENDMENT NO. 4 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This Amendment No. 4 to First Amended and Restated Revolving Credit Agreement (this “Amendment No. 4”) is entered into as of January 5, 2024, by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Borrower”), and Boyalife Group Inc., an Illinois corporation and successor-in-interest to Boyalife Asset Holding II, Inc., an Illinois corporation (“Lender”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined below).

WHEREAS, the Borrower and Lender previously entered into a First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, as amended by Amendment No. 1 thereto dated May 7, 2018, Amendment No. 2 thereto dated March 4, 2022, and Amendment No. 3 thereto dated March 6, 2023 (as amended, the “Restated Credit Agreement”), setting forth the terms and conditions of a revolving credit facility extended by Lender to Borrower (the “Credit Facility”);

WHEREAS, the Borrower and Lender desire to hereby extend the term of the Credit Facility.

NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual agreements contained herein, the parties agree as follows:

1.         Amendment to Exhibit 1. The “Termination Date” set forth on Exhibit 1 is hereby amended to be “December 31, 2024.”

2.         Remainder of Restated Credit Agreement. Except as expressly provided for in this Amendment No. 4, all of the terms, conditions and provisions of the Restated Credit Agreement remain unaltered, are in full force and effect, and are hereby expressly ratified and confirmed.

3.        Miscellaneous. This Amendment No. 4 may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties further agree that facsimile signatures or signatures scanned into .pdf (or similar) format and sent by e-mail shall be deemed original signatures.

[signatures follow]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 as of the day and year first written above.

THERMOGENESIS HOLDINGS, INC.

/s/ Jeff Cauble

Jeff Cauble, Chief Financial Officer

BOYALIFE GROUP INC.

/s/ Xiaochun Xu

Xiaochun Xu, President

2

XML

Document And Entity Information	Jan. 05, 2024
Document Information [Line Items]
Entity, Registrant Name	THERMOGENESIS HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Jan. 05, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	333-82900
Entity, Tax Identification Number	94-3018487
Entity, Address, Address Line One	2711 Citrus Road
Entity, Address, City or Town	Rancho Cordova
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	95742
City Area Code	916
Local Phone Number	858-5100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	THMO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000811212