Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Xu Xiaochun

(Last)

(First)

(Middle)

2711 CITRUS ROAD

(Street)

RANCHO CORDOVA

95742

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ThermoGenesis Holdings, Inc. [ THMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2023		C⁽¹⁾		654,206	A	$1.07	927,121	I	Held by Boyalife Group, Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Amendment 3 to 1st Amended & Restated Revolving Credit Agr.	$1.07⁽¹⁾	09/28/2023		C⁽¹⁾			$700,000⁽¹⁾	04/16/2018	12/31/2023	Common Stock	654,206	⁽¹⁾	$7,494,000⁽¹⁾	I	Held by Boyalife Group, Inc.

1. Name and Address of Reporting Person^*

Xu Xiaochun

(Last)

(First)

(Middle)

2711 CITRUS ROAD

(Street)

RANCHO CORDOVA

95742

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Boyalife Group, Inc.

(Last)

(First)

(Middle)

2453 S. ARCHER AVE.

SUITE B

(Street)

CHICAGO

60616

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 28, 2023, Boyalife Group, Inc. converted an aggregate of $700,000 of outstanding interest under a Second Amended and Restated Convertible Promissory Note issued by Issuer in April 2018, as amended. After giving effect to the conversion, as of the date of this Form 4, there was $7,278,000 in principal and approximately $216,000 in accrued interest outstanding under the Convertible Promissory Note, all of which is convertible at a current conversion price of $1.07 per share, subject to downward adjustment in the event that the Issuer issues shares of common stock at a lower price. Boyalife Group, Inc. is 100% owned by Dr. Xiaochun Xu.

	/s/ Xiaochun Xu	10/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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