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 12, 2024

THERMOGENESIS HOLDINGS, INC.

(Exact Name of Registrant as Specified in 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)

Securities registered pursuant to Section 12(b) of the Act: None

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. ☐

Item 8.01. Other Information.

As previously disclosed, on July 9, 2024, ThermoGenesis Holdings, Inc. (the “Company”) received a notice of default (the “Default Notice”) from Boyalife Group (USA), Inc. (the “Lender”) under the First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between the Company and Lender, as amended (the “Credit Agreement”), and under the Second Amended and Restated Convertible Promissory Note, dated March 4, 2022, as amended, issued by the Company to the Lender under the Credit Agreement (the “Note”). The Default Notice stated and declared that a default occurred under the Credit Agreement and Note as of July 1, 2024, for failure to make a required interest payment and declared the entire balance of the Note to be immediately due and payable. The Note is secured by the Company’s shares in its ThermoGenesis Corp. subsidiary. The Default Notice also stated that if the entire outstanding balance of the Note was not paid in full to the Lender by July 11, 2024, the Lender would elect to “take all equity of the collateral assets, TG Corp. without any further consent action from the Company.”

The Company was not able to pay the Note in full by July 11, 2024. Accordingly, on July 12, 2024, the Lender delivered to the Company a notice stating that the Lender “has elected to exercise its contractual rights to take all equity of the collateral asset, ThermoGenesis Corp, without any further consent or action from the Company.” A copy of such notice is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

9.1	Notice, dated July 12, 2024, from Boyalife Group (USA), 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.
	(Registrant)
Dated: July 16, 2024	/s/ Xiaochun “Chris” Xu
	Xiaochun “Chris” Xu Chief Executive Officer

Exhibit 9.1

EXERCISED COLLATERAL OPTION FOR THE REVOLVING LINE OF CREDIT BY AND BETWEEN THERMOGENESIS HOLDINGS INC AND BOYALIFE GROUP INC

This Letter is to inform ThermoGenesis Holdings Inc., previously known as Cesca Therapeutics Inc (the “Company”), about the exercised collateral option within the existing terms of the revolving line-of-credit entered by and between the Company and Boyalife Group Inc (USA) (the “Lender”).

RECITAL

WHEREAS, on July 9, 2024, the Lender sent the Company a notice of default (the “Default Notice”) under the First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between the Company and Lender, as amended (the “Credit Agreement”), and under the Second Amended and Restated Convertible Promissory Note, dated March 4, 2022, as amended, issued by the Company to the Lender under the Credit Agreement (the “Note”). The Default Notice notified the Company about the default occurred under the Credit Agreement and Note as of July 9, 2024, for failure to make a required interest payment (the “Default”). As a result of such default, the entire balance of the Note had become immediately due and payable, which was $3,441,000 as of July 1, 2024. The Note is secured by the Company’s shares in its ThermoGenesis Corp subsidiary. The Lender has the right, without any further consent or action from the Company, to take possession of the ThermoGenesis Corp under a Default event.

I.	Notice of Action

Notice of Action:

By July 11, 2024, the Company has not made any payment on either the interest or the principal amount of the Note. As such, on July 12, 2024, the Lender elected to exercise its contractual rights to take all equity of the collateral asset, ThermoGenesis Corp, without any further consent or action from the Company.

SENT THIS 12^th DAY OF JULY, 2024.

Boyalife Group Inc. (USA)

/s/ Emma Li

Name: Emma Li

Title: VP of Operation

Document And Entity Information	Jul. 12, 2024
Document Information [Line Items]
Entity, Registrant Name	THERMOGENESIS HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Jul. 12, 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
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000811212