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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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THERMOGENESIS HOLDINGS, INC.
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(Name of Issuer)
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Common Stock, par value $0.001
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(Title of Class of Securities)
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Xiaochun Xu PhD, MBA
2711 Citrus Rd.
Rancho Cordova, CA 95742
Tel: (916) 858-5100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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July 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No: 88362L209 |
13D |
Page 2 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
Boyalife Group Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,685,483
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,685,483
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,685,483
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.65%
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14
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TYPE OF REPORTING PERSON
CO
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| CUSIP No: 88362L209 |
13D |
Page 3 of 9 Pages |
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1
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NAMES OF REPORTING PERSONS
Xiaochun Xu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
2,558
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8
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SHARED VOTING POWER
7,685,483
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9
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SOLE DISPOSITIVE POWER
2,558
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10
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SHARED DISPOSITIVE POWER
7,685,483
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,688,041
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.68%
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14
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TYPE OF REPORTING PERSON
IN
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| CUSIP No: 88362L209 |
13D |
Page 4 of 9 Pages |
Item 1. Security and Issuer.
This Amendment No. 6 to Schedule 13D (this “Amendment”) is filed with respect to shares (the “Shares”) of the Common Stock, par value $0.001 per share (the “Common Stock”), of ThermoGenesis Holdings, Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed jointly as a group pursuant to SEC Rule 13d-1(k) by Xiaochun “Chris” Xu (“Dr. Xu”) and Boyalife Group Inc., an Illinois corporation (“Boyalife Group”) (each of the foregoing being referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”).
This Amendment is being filed to report a change in the respective ownership percentages of the Reporting Persons as a result of the automatic adjustment in exercise price under the Amended Note (as defined below) to $1.07 per share on July 31, 2023 which was caused by the exercise price adjustment of a convertible note held by a third party, as described in the Issuer’s Current Report on Form 8-K filed on August 3, 2023.
All historical share amounts disclosed herein have been adjusted to reflect the one-for-forty-five reverse stock split completed by the Issuer on December 22, 2022.
The address of Issuer’s principal executive offices is 2711 Citrus Road, Rancho Cordova, CA 95742.
Item 2. Identity and Background.
Below is information regarding each Reporting Person:
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Name
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Business Address
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Principal Business
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Citizenship or Jurisdiction of Formation
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Boyalife Group Inc. (“Boyalife Group”)
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2453 S Archer Ave, Suite B,
Chicago IL 60616
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Investment Holding Company
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Illinois
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Xiaochun “Chris” Xu (“Dr. Xu”)
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2711 Citrus Road, Rancho Cordova, CA 95742
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Not applicable
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Citizen of China
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All of the capital stock of Boyalife Group is owned by Dr. Xu. Dr. Xu is the sole officer and director of Boyalife Group. Accordingly, Dr. Xu and Boyalife Group are deemed to have shared voting and investment power over securities held directly by Boyalife Group.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is not subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
The Reporting Persons may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Act.
| CUSIP No: 88362L209 |
13D |
Page 5 of 9 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth under Item 6 is hereby incorporated by reference.
Item 4. Purpose of Transaction.
The information set forth under Item 6 is hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer.
The ownership percentages set forth herein are based on 9,897,425 shares of the Issuer’s Common Stock, comprised of 2,482,298 Shares outstanding as of July 31, 2023, 7,412,569 Shares available upon conversion under the Amended Note, and 2,558 options held by Dr. Xu which vest within the 60-day period after July 31, 2023. “Beneficial Ownership” is defined pursuant to Rule 13d-3 of the Exchange Act, and generally means any person who directly or indirectly has or shares voting or investment power with respect to a security. A person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of the security within 60 days, including, but not limited to, any right to acquire the security through the exercise of any option or warrant or through the conversion of a security. Any securities not outstanding that are subject to options or warrants shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by that person, but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.
(a)
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(i)
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Boyalife Group directly owns 272,914 Shares and the Amended Note. Accordingly, Boyalife Group’s beneficial ownership being reported herein is 7,685,483 Shares, which represents ownership of 77.65% of the Issuer’s Common Stock as of July 31, 2023. As of July 31, 2023, the outstanding principal balance of the Debt Facility was $7,277,645, and accrued but unpaid interest was $653,804.
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(ii)
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Dr. Xu directly holds options currently exercisable (or exercisable within 60 days of this Schedule 13D) to purchase an aggregate of 2,558 Shares. In addition, by virtue of Dr. Xu being the sole owner, director, and officer of Boyalife Group, he has shared voting and dispositive power over the shares held by Boyalife Group. Accordingly, Dr. Xu is deemed to be the beneficial owner of an aggregate of 7,688,041 Shares, representing of ownership of 77.68% of the outstanding Common Stock.
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(b)
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To the best knowledge of the Reporting Persons, none of the Reporting Persons has effected a transaction in Shares during the past sixty (60) days.
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(c)
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Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons’ securities in the Issuer.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On February 2, 2016, the Issuer entered into a Purchase Agreement (the “Purchase Agreement”) with Boyalife (Hong Kong) Limited, a Hong Kong company (“Boyalife HK”) and Boyalife Investment, Inc. (“Boyalife Investment”, and together with Boyalife HK, the “Investors”) pursuant to which the Issuer agreed to issue to issue to the Investors, in two closings, Shares, senior secured three-year convertible debentures, and a five-year warrant to purchase additional Shares, as further described below. The transactions contemplated by the Purchase Agreement are referred to as the “Boyalife Financing” for purposes hereof.
| CUSIP No: 88362L209 |
13D |
Page 6 of 9 Pages |
In the Boyalife Financing, which closed in two tranches on February 13 and February 16, 2016, (i) Boyalife HK purchased 1,634 Shares, for a purchase price of $1,530.00 per share (after giving effect to the Issuer’s 1-for-20 reverse stock split on March 4, 2016, 1-for-10 reverse stock split on June 4, 2019, and 1-for-forty-five reverse stock split on December 22, 2022, collectively the “Reverse Stock Splits”), (ii) Boyalife Investment purchased Secured Convertible Debentures in the aggregate principal amount of $12.5 million initially convertible into approximately 8,167 Shares after giving effect to the Reverse Stock Splits (the “Debentures”), and (iii) Boyalife HK acquired a warrant to purchase an aggregate of 7,843 additional Shares at an exercise price of $3,600.00 per share (as adjusted to give effect to the Reverse Stock Splits) for a period of five years (the “Warrant”).
In connection with the Boyalife Financing, the Issuer also entered into a Nomination and Voting Agreement with the Investors (the “Nomination Agreement”). Pursuant to the terms of the Nomination Agreement, for so long as the Debentures remained outstanding and Boyalife HK owned of record or beneficially at least twenty percent (20%) of the issued and outstanding shares of the Issuer’s Common Stock, Boyalife HK had the right to designate one member to the Issuer’s Board of Directors. The Nomination Agreement further provided that, if upon and following the conversion of all of the principal and interest outstanding under the Debentures the Investors owned, in the aggregate, at least 50% of the issued and outstanding shares of the Issuer’s Common Stock, the Investors would have the right to designate up to a maximum of three members to the Issuer’s Board of Directors. The Nomination Agreement was amended and restated on April 16, 2018, as described below.
On August 22, 2016, the Issuer elected to convert all outstanding principal, together and interest accrued and otherwise payable (including the interest that would have accrued up to and including maturity) under the Debentures into an aggregate of 13,562 Shares (as adjusted to give effect to the Reverse Stock Splits).
On December 26, 2016, Boyalife Investment sold and transferred all 13,562 Shares held by it to Boyalife HK for a price per share equal to $1,134.00 (as adjusted to give effect to the Reverse Stock Splits), resulting in Boyalife HK holding an aggregate of 15,196 Shares (as adjusted to give effect to the Reverse Stock Splits).
On March 6, 2017, the Issuer entered into a Credit Agreement (the “Credit Agreement”) with Boyalife Investment Fund II, Inc., which granted to the Issuer the right to borrow up to $5,000,000 any time prior to March 6, 2022 (the “Debt Facility”). On September 13, 2017, the Issuer and Boyalife Investment Fund II, Inc. entered into an amendment to the Credit Agreement increasing the maximum borrowing availability thereunder from $5.0 million to $10.0 million. The Debt Facility originally matured on March 6, 2022 (the “Maturity Date”). Interest accrues under the Debt Facility at a rate of 22% per annum, simple interest, with interest being payable annually.
On April 16, 2018, the Issuer entered into an amendment to the Debt Facility with Boyalife Asset Holding II, Inc., an Illinois corporation (“Boyalife Asset Holding II”), the successor by merger to Boyalife Investment Fund II, Inc. (“Lender”). In connection with the April 2018 amendment to the Debt Facility, the Issuer and Lender entered into a First Amended and Revolving Restated Credit Agreement (as amended to date, the “Amended Credit Agreement”) and a Second Amended and Restated Convertible Promissory Note (as amended to date, the “Amended Note”). The Amended Credit Agreement and Amended Note modified and amended the Debt Facility as follows:
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The Lender was granted the right to convert, at any time, outstanding principal and accrued but unpaid interest under the Debt Facility into shares of Common Stock at a conversion price that was initially equal to $724.50 per share (after giving effect to the Reverse Stock Splits) and is equal to $6.30 per share as of January 31, 2023, subject to customary adjustments for stock splits, reverse stock splits, and the like (the “Fixed Conversion Price”). Notwithstanding the foregoing, if the Amended Note is converted after the Maturity Date, the conversion price of the Amended Note will be the lower of the Fixed Conversion Price or an amount equal to 90% of the average volume-weighted average price of our common stock during the 10 trading days immediately prior to the Maturity Date. Prior to the April 2018 amendment, the Debt Facility was convertible by the Lender only upon maturity of the obligation.
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| CUSIP No: 88362L209 |
13D |
Page 7 of 9 Pages |
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If the Issuer in the future issues shares of Common Stock, or is deemed to issue shares of Common Stock, prior to the full payment or conversion of the Amended Note for a price per share lower than the Fixed Conversion Price then in effect, the Fixed Conversion Price will be reduced to the price per share paid in the future issuance, with certain customary exceptions for equity plan issuances and issuances pursuant to certain strategic transactions. As a result of adjustments through January 31, 2023, the conversion price of the Amended Note was $2.87 per Share as of January 31, 2023.
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In connection with Amended Credit Agreement, on April 16, 2018, the Issuer and Boyalife HK entered into a First Amended and Restated Nomination and Voting Agreement (the “Amended Nomination Agreement”), which amends and restates the above-described Nomination Agreement originally entered into on February 13, 2016. The Amended Nomination Agreement provides that Boyalife HK will have the right to designate a number of members of the Board of Directors of the Issuer that is in proportion to the “Boyalife Ownership Percentage”, which is Boyalife HK’s and its affiliates’ combined percentage ownership of outstanding common stock, treating as outstanding any shares of common stock underlying convertible securities that are immediately exercisable by Boyalife HK and its affiliates’ (including under the Amended Note) without any further payment. The Amended Nomination Agreement will terminate according to its terms when and if the Boyalife Ownership Percentage falls below 20%.
On May 7, 2018, the Issuer and Boyalife Asset Holding II entered into an Amendment No. 1 to the Amended Credit Agreement pursuant to which the Issuer granted to Boyalife Asset Holding II a security interest in shares held by the Issuer of ThermoGenesis Corp., a subsidiary of the Issuer, to secure repayment of the Amended Note.
On December 26, 2019, Boyalife HK sold to Boyalife Asset Holding II an aggregate of 15,196 Shares for an aggregate purchase price of $2,227,134 (or $146.56 per share, as adjusted to give effect to the Reverse Stock Splits) and warrants to purchase 7,843 shares (as adjusted to give effect to the Reverse Stock Splits) of issuer common stock for an aggregate purchase price of $10.00. Accordingly, the transaction resulted in merely a change in the form of beneficial ownership of the subject Shares. The warrants expired on February 16, 2021.
On December 20, 2019, Boyalife Asset Holding II sold to a third party in a private transaction a participation interest in the Amended Note. Boyalife Asset Holding II sold to the third party a participation interest in the Convertible Note equal to $1,080,000 in face value of the Amended Note plus interest accruing thereon after December 20, 2019. Boyalife Asset Holding II retains sole voting and dispositive power over the Amended Note and is therefore deemed to own all Shares issuable upon any conversion of the Amended Note.
On March 4, 2022, the Issuer and Boyalife Asset Holding II entered into an Amendment No. 1 to the Amended Note, together with an Amendment No. 2 to the Amended Credit Agreement, to amend the maturity date thereunder to March 6, 2023 and to provide for payment on March 6, 2023 of accrued but unpaid interest through March 6, 2023 and to provide for payment of accrued interest thereafter on December 31 of each year.
On July 28, 2022, Dr. Xu, Boyalife Asset Holding II, and Boyalife Group consummated a transaction pursuant to which (i) Boyalife Asset Holding II sold to Boyalife Group all 272,913 Shares held by Boyalife Asset Holding II for a price of $9.45 per Share (as adjusted to give effect to the Reverse Stock Splits), and (ii) Boyalife Asset Holding II sold to Boyalife Group all of its interest under the Amended Note and Debt Facility for an aggregate price of $7,000,000, which was the outstanding principal amount of the Amended Note as of July 28, 2022. Boyalife Asset Holding II is wholly owned by Boyalife Group, and Boyalife Group is wholly owned by Dr. Xu. The purpose of this transaction was to effect an internal reorganization of the personal entities through which Dr. Xu beneficially holds his Shares and the Amended Note, and, accordingly, this transaction merely represented a change in the form of Dr. Xu’s beneficial ownership in the Issuer and did not result in any change in the amount of Dr. Xu’s beneficial ownership. As a result of this transaction, Boyalife Asset Holding II no longer holds any securities of the Issuer.
| CUSIP No: 88362L209 |
13D |
Page 8 of 9 Pages |
On January 31, 2023, the Issuer entered into an amendment to a convertible promissory note held by a third party, which amendment resulted in the change in the conversion price of the Amended Note.
On March 15, 2023, the Issuer entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Issuer, among other things, agreed to issue and sell to the investor 125,000 shares of Common Stock, as well as certain warrants and pre-funded warrants. This offering closed on March 20, 2023. The issuance of the 125,000 shares of Common Stock resulted in the change in the respective ownership interests of the Reporting Persons reflected herein.
On July 31, 2023, the Issuer entered into an amendment to a convertible promissory note held by a third party, which amendment resulted in the change in the conversion price of the Amended Note to $1.07.
Item 7. Material to Be Filed as Exhibits.
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1
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Purchase Agreement between Issuer and Boyalife Investment Inc. and Boyalife (Hong Kong) Limited (Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 3, 2016.)
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2
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Form of Warrant held by Boyalife (Hong Kong) Limited (Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on February 3, 2016.)
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3
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First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between Issuer and Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 18, 2018.)
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4
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Second Amended and Restated Convertible Promissory Note, dated April 16, 2018, issued by Issuer to Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on April 18, 2018.)
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5
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First Amended and Restated Nomination and Voting Agreement, dated April 16, 2018, between Issuer and Boyalife (Hong Kong) Limited (Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on April 18, 2018.)
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6
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Amendment No. 1 to First Amended and Restated Revolving Credit Agreement, dated May 7, 2018, between Issuer and Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 7, 2018.)
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7
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Amendment No. 2 to First Amended and Restated Revolving Credit Agreement, dated March 4, 2022, between Issuer and Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on March 8, 2022.)
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8
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Amendment No. 1 to Second Amended and Restated Convertible Promissory Note, dated March 4, 2022, issued by Issuer to Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 8, 2022.)
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9
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Stock Purchase Agreement, dated July 28, 2022, between Boyalife Group and Boyalife Asset Holding II, Inc. (Incorporated by reference to Exhibit 9 to Schedule 13D filed by Reporting Persons with the SEC on August 5, 2022).
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10
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Joint Filing Agreement, dated April 27, 2018, by and among the Reporting Persons*
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*Previously filed
| CUSIP No: 88362L209 |
13D |
Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 14, 2023
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Boyalife Group Inc.
By: /s/ Xiaochun Xu
(Signature)
Name: Dr. Xiaochun Xu
Title: President
/s/ Xiaochun Xu
Dr. Xiaochun Xu, individually
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