Form 8-K - Current report

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): July 31, 2023

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 July 31, 2023, ThermoGenesis Holdings, Inc. (the "Company”) entered into an Amendment No. 4 to Convertible Promissory Note with Orbrex (USA) Co. Limited (the “Note Amendment”). The Note Amendment amends the Convertible Promissory Note, dated July 23, 2019, as amended by Amendment No. 1 dated effective July 23, 2019, Amendment No. 2 dated July 25, 2022, and Amendment No. 3 dated January 31, 2023, between the Company and Orbrex (USA) Co. Limited (as amended, the "Note”). The Note Amendment extends the maturity date of the Note to January 31, 2024. The Note Amendment also changed the fixed conversion price to $1.07 per share, provided that in the event that the Company issues shares, options, warrants, or convertible securities, subject to certain exceptions, at an effective price per common share lower than $1.07, then the conversion price will be adjusted to such lower issuance price.

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

The description of the Note Amendment set forth above is necessarily incomplete and is qualified by reference to the full text of the document, which is attached to this Form 8-K as Exhibit 10.1, and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 4 to Convertible Promissory Note, dated July 31, 2023, between ThermoGenesis Holdings, Inc. and Orbrex (USA) Co. Limited.
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: August 3, 2023		/s/ Jeffery Cauble
		Jeffery Cauble Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTE

This Amendment No. 4 Convertible Promissory Note (this “Amendment No. 4”) by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Company”), and Orbrex (USA) Co. Limited (“Orbrex”), is entered into effective as of July 31, 2023. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Convertible Promissory Note (as defined below).

WHEREAS, on July 23, 2019, the Company issued to Orbrex (USA) Co. Limited (“Orbrex”) a Convertible Promissory Note in the original principal amount of $1,000,000 (the “Original Note”).

WHEREAS, on August 12, 2019, but effective July 23, 2019, the Company and Orbrex entered into the Amendment No. 1 to Convertible Promissory Note (the “Amendment No. 1”, and together with the Original Note, the “Convertible Promissory Note”).

WHEREAS, on July 25, 2022, the Company and Orbrex entered into the Amendment No. 2 to Convertible Promissory Note (the “Amendment No. 2”, and together with the Original Note and Amendment No. 1, the “Convertible Promissory Note”);

WHEREAS, on January 31, 2023, the Company and Orbrex entered into the Amendment No. 3 to Convertible Promissory Note (the “Amendment No. 3”, and together with the Original Note, Amendment No. 1, and Amendment No. 2, the “Convertible Promissory Note”);

WHEREAS, as of July 2023, the Convertible Promissory Note has an outstanding balance of $397,000 and accrued interest of $54,000. The terms provide for a maturity date of July 31, 2023 with the accrued interest payable on January 31, 2024.

WHEREAS, the Company and Orbrex have agreed that the maturity date of the Convertible Promissory Note should be extended and that, in consideration of such extension, the conversion provisions of the Convertible Promissory Note should be modified, all in accordance with this Amendment No. 4.

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

1. Amendment of Maturity Date. The “Maturity Date” set forth in Section (1) of the Convertible Promissory Note is hereby amended to be “January 31, 2024.”

2. Amendment of Section (3)(b)(ii). Section (3)(b)(ii) of the Convertible Promissory Note is hereby deleted in its entirety and replaced with the following:

“Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination, an amount equal to $1.07 per share, subject to adjustment as set forth herein.

3. Ratification and Confirmation. Except as expressly provided in this Amendment No. 4, all of the terms, conditions and provisions of the Convertible Promissory Note remain unaltered, are in full force and effect, and are hereby expressly ratified and confirmed.

4. 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 hereto 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/ Xiaochun Xu

Xiaochun (Chris) Xu, Chief Executive Officer

ORBREX (USA) CO. LIMITED

/s/ Lan Fang Yuan

Lan Fang Yuan, President

Document And Entity Information	Jul. 31, 2023
Document Information [Line Items]
Entity, Registrant Name	THERMOGENESIS HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Jul. 31, 2023
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