**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

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**FORM 10-K****/A**

**(Amendment No. 1)**

** **

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☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended: December 31, 2019

 

or

 

☐      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 000-16375

| ** **

**THERMOGENESIS HOLDINGS, INC.**

(Exact name of registrant as specified in its charter)            |
|-----------------------------------------------------------------------------------------------------------------|
|                                                                                                            |   |   |
| **Delaware**

(State of incorporation)                                                                          |   | **94-3018487**

(I.R.S. Employer Identification No.) |
|                                                                                                            |   |   |
| **2711 Citrus Road**

**Rancho Cordova, California 95742**

(Address of principal executive offices) (Zip Code) |
|                                                                                                            |
| **(916) 858-5100**

(Registrant’s telephone number, including area code)                                  |

 

**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              | Nasdaq Stock Market, LLC                  |

 

Securities Registered Pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.). Yes [X] No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer ☐  Accelerated filer ☐ | Smaller reporting company ☒ |
|----------------------------------------------------------------------|-----------------------------------|
| Non-accelerated filer ☒                                        | 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of June 28, 2019, the aggregate market value of the common equity held by non-affiliates of the registrant was approximately $4,733,000 based on the closing sales price as reported on the NASDAQ Stock Market. As of March 19, 2020, there were 4,561,017 shares of common stock outstanding.

 

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**EXPLANATORY NOTE**

 

ThermoGenesis Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 24, 2020 (the “2019 10-K”) for the sole purpose of filing an updated exhibit index to include certain exhibits that were previously filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018, which was filed with the SEC on March 26, 2019, and that were inadvertently excluded from the exhibit index in the 2019 10-K. Additionally, the exhibit index is amended to correct a hyperlink, and pursuant to the rules of the SEC, new certifications are included in this Amendment No. 1 as Exhibits 31.1, 31.2, and 32. This Amendment No. 1 speaks as of the original filing date of the 2019 10-K, does not reflect events that may have occurred subsequent to the original filing date, and other than the foregoing, does not modify or supplement in any way the information or disclosures set forth in the 2019 10-K.

 

**PART IV**

** **

**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**

** **

**Exhibits**

**EXHIBIT INDEX**

** **

| **Exhibit No.** | **Document Description**                                                                                                | **Incorporation by Reference**                                                                                               |
|-----------------|-------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------|
| 3.1             | Sixth Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc., as amended.                    | Incorporated by reference to Exhibit 3.1 to Form S-8 filed with the SEC on September 12, 2019                                |
| 3.2             | Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc. | Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on June 4, 2019.                                     |
| 3.3             | Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc. | Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on October 31, 2019.                                 |
| 3.4             | Amended and Restated Bylaws of ThermoGenesis Holdings, Inc.                                                             | Incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on October 30, 2019.                                 |
| 4.1             | Form of Series A Warrant                                                                                                | Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on September 1, 2015.                               |
| 4.2             | Form of Series A Warrant Amendment                                                                                      | Incorporated by reference to Exhibit 10.7 to Form 8-K filed with the SEC on February 3, 2016.                                |
| 4.3             | Form of Warrant                                                                                                         | Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on February 3, 2016.                                |
| 4.4             | Form of Common Stock Purchase Warrant                                                                                   | Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 28, 2018.                                   |
| 4.5             | Form of Common Warrant                                                                                                  | Incorporated by reference to Exhibit 10.37 of amended Registration Statement on Form S-1 filed with the SEC on May 14, 2018. |

 

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| 4.6    | Form of Pre-Funded Warrant                                                                                                                                                                                                             | Incorporated by reference to Exhibit 10.38 of amended Registration Statement on Form S-1 filed with the SEC on May 14, 2018. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------|
| 4.7    | Form of Pre-Funded Warrant                                                                                                                                                                                                             | Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on August 29, 2018.                                  |
| 4.8(1) | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended.                                                                                                                              |                                                                                                                         |
| 4.9    | Form of Pre-Funded Common Stock Purchase Warrant.                                                                                                                                                                                      | Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on April 25, 2019.                                   |
| 4.10   | Form of Convertible Promissory Note                                                                                                                                                                                                    | Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on January 31, 2019.                                 |
| 4.11   | Investors’ Rights Agreement, dated January 1, 2019, among CARTXpress Bio, Inc., Bay City Capital Fund V, L.P., and Bay City Capital Fund V Co-Investment Fund, L.P.                                                              | Incorporatesd by referenced to Exhibit 10.3 to Form 8-K filed with the SEC on January 4, 2019                                |
| 4.12   | Form of Convertible Promissory Note.                                                                                                                                                                                                   | Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on July 29, 2019.                                    |
| 4.13   | Form of Convertible Promissory Note, dated as of July 23, 2019, between ThermoGenesis Holdings, Inc. and Orbrex USA Co.                                                                                                                | Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on July 29, 2019.                                    |
| 4.14   | Form of Indenture, dated December 13, 2019, between ThermoGenesis Holdings, Inc. and the Purchaser identified on the signature page thereto.                                                                                           | Incorporated by reference to Exhibit 4.5 to the Form S-3 filed with the SEC on December 13, 2019.                            |
| 4.15   | Form of Pre-Funded Warrant, dated as of April 26, 2019, between ThermoGenesis Holdings, Inc. and Yuan Lan Fang.                                                                                                                        | Incorporated by reference to Exhibit 4.1 to Form 8-K/A filed with the SEC on September 24, 2019.                             |
| 10.1   | Reorganization and Share Exchange Agreement, dated January 1, 2019, among ThermoGenesis Corp., ThermoGenesis Holdings, Inc., CARTXpress Bio, Inc., Bay City Capital Fund V. L.P. and Bay City Capital Fund V. Co-Investment Fund, L.P. | Incorporated by referenced to Exhibit 10.1 to Form 8-K filed with the SEC on January 4, 2019                                 |
| 10.2   | Voting Agreement, dated January 1, 2019, among CARTXpress Bio, Inc., ThermoGenesis Corp., Bay City Capital Fund V, L.P., and Bay City Capital Fund V Co-Investment Fund, L.P.                                                          | Incorporated by referenced to Exhibit 10.2 to Form 8-K filed with the SEC on January 4, 2019                                 |

 

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| 10.3  | Right of First Refusal and Co-Sale Agreement, dated January 1, 2019, among CARTXpress Bio, Inc., ThermoGenesis Corp., Bay City Capital Fund V, L.P., and Bay City Capital Fund V Co-Investment Fund, L.P. | Incorporated by referenced to Exhibit 10.4 to Form 8-K filed with the SEC on January 4, 2019   |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|
| 10.4  | Investors’ Rights Agreement, dated January 1, 2019, between CARTXpress Bio, Inc., Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P.                           | Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on January 4, 2019.   |
| 10.5  | Amended and Restated Certificate of Incorporation of CARTXpress Bio, Inc.                                                                                                                                 | Incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC on January 4, 2019    |
| 10.6  | Securities Purchase Agreement, dated January 29, 2019, between ThermoGenesis Holdings, Inc. and the Purchaser identified on the signature pages thereto.                                                  | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 31, 2019.  |
| 10.7  | Securities Purchase Agreement, dated April 18, 2019, between ThermoGenesis Holdings, Inc. and the Purchaser identified on the signature pages thereto.                                                    | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 25, 2019.    |
| 10.8  | Amendment No. 1 dated July 23, 2019, to the Convertible Note, dated July 29, 2019, between ThermoGenesis Holdings, Inc. and Orbrex USA Co. Limited                                                        | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 29, 2019      |
| 10.9  | Securities Purchase Agreement, dated July 23, 2019, between ThermoGenesis Holdings, Inc. and the Purchaser identified on the signature page thereto.                                                      | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 29, 2019      |
| 10.10 | Securities Purchase Agreement dated as of July 23, 2019, between ThermoGenesis Holdings, Inc, and the Purchaser identified on the signature pages thereto.                                                | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 29, 2019.     |
| 10.11 | Supply Agreement, dated as of August 30, 2019, between Corning Incorporated and ThermoGenesis Holdings, Inc.                                                                                              | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 6, 2019. |
| 10.12 | Supply Agreement, dated November 22, 2019 between ThermoGenesis Holdings, Inc and ImmuneCyte Life Sciences Inc.                                                                                           | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on November 22, 2019. |
| 10.13 | Contribution Agreement, dated November 22, 2019 between ThermoGenesis Holdings, Inc and ImmuneCyte Life Sciences Inc.                                                                                     | Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on November 22, 2019. |
| 10.14 | Stockholder’s Agreement, dated November 22, 2019 between ThermoGenesis Holdings, Inc and ImmuneCyte Life Sciences Inc.                                                                              | Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on November 22, 2019. |

 

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| 10.15  | Joint Venture Agreement, dated October 21, 2019, between ThermoGenesis Holdings, Inc. and Healthbanks Biotech (USA) Inc., and ImmuneCyte Life Sciences, Inc.                                       | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 22, 2019.     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|
| 10.16( | Amendment No.1, dated August 12, 2019 but effective as of July 23, 2019, to the Convertible Promissory Note, dated July 23, 2019 between ThermoGenesis Holdings, Inc. and Orbrex (USA) Co. Limited | Incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on August 13, 2019.     |
| 10.17# | ThermoGenesis Holdings, Inc. Amended 2016 Equity Incentive Plan                                                                                                                                    | Incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on August 13, 2019.     |
| 10.18  | Manufacturing and Supply Amending Agreement #1, effective as of March 16, 2020, between ThermoGenesis Corp. And CBR Systems, Inc.                                                                  | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 20, 2020        |
| 10.19* | Sixth Amended and Restated Technology License and Escrow Agreement between the Company, ThermoGenesis Corp. and CBR Systems, effective May 15, 2017                                                | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 31, 2017.         |
| 10.20  | Purchase Agreement between the Company 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.     |
| 10.21  | Form of Nomination and Voting Agreement                                                                                                                                                            | Incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on February 3, 2016.     |
| 10.22# | Amended and Restated 2006 Equity Incentive Plan                                                                                                                                                    | Incorporated by reference to Exhibit 10.6.1 to Form 8-K filed with the SEC on May 1, 2014.        |
| 10.23  | Form of Security Agreement                                                                                                                                                                         | Incorporated by reference to Exhibit 10.5 to Form 8-K filed on February 3, 2016.                  |
| 10.24  | Form of Indemnification Agreement                                                                                                                                                                  | Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed with the SEC on November 17, 2016.  |
| 10.25# | Form of Notice of Grant of Stock Options and Option Agreement                                                                                                                                      | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 11, 2017.         |
| 10.26* | International Distributor Agreement, dated August 21, 2017, between ThermoGenesis Corp. and Boyalife W.S.N.                                                                                        | Incorporated by reference to Exhibit 10.29 to Form 10-K filed with the SEC on September 22, 2017. |
| 10.27# | Executive Employment Agreement, dated November 13, 2017, between the Company and Xiaochun Xu.                                                                                                      | Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on November 15, 2017.    |
| 10.28# | Form of Stock Option Agreement.                                                                                                                                                                    | Incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on November 15, 2017.    |
| 10.29* | Exclusive License Agreement, dated March 12, 2018, between ThermoGenesis Corp. and IncoCell Tianjin Ltd.                                                                                           | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 16, 2018.       |
| 10.30  | Securities Purchase Agreement, dated as of March 26, 2018, between Cesca Therapeutics Inc. and the Purchasers identified on the signature pages thereto                                            | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 28, 2018.       |

 

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| 10.31      | First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between Cesca Therapeutics Inc. 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.                                      |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|
| 10.32      | Second Amended and Restated Convertible Promissory Note, dated April 16, 2018, issued by Cesca Therapeutics Inc. 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.                                      |
| 10.33      | First Amended and Restated Nomination and Voting Agreement, dated April 16, 2018, between Cesca Therapeutics Inc. and Boyalife (Hong Kong) Limited               | Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on April 18, 2018.                                      |
| 10.34      | Amendment No. 1 to First Amended and Restated Revolving Credit Agreement, dated May 7, 2018, between Cesca Therapeutics Inc. 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.                                         |
| 10.35#     | 2012 Independent Director Plan                                                                                                                                   | Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the SEC on October 23, 2012. |
| 10.36      | Form of Securities Purchase Agreement                                                                                                                            | Incorporated by reference to Exhibit 10.39 of amended Registration Statement on Form S-1 filed with the SEC on May 14, 2018.     |
| 10.37      | Securities Purchase Agreement, dated as of August 28, 2018, between Cesca Therapeutics Inc. and the Purchasers identified on the signature pages thereto         | Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 29, 2018.                                     |
| 10.38#     | Form of Stock Option Agreement                                                                                                                                   | Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on December 19, 2018.                                   |
| 21.1(1)    | Subsidiaries of ThermoGenesis Holdings, Inc.                                                                                                                     |                                                                                                                             |
| 23.1(1)    | Consent of Marcum LLP, Independent Registered Public Accounting Firm                                                                                        |                                                                                                                             |
| 31.1       | Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                       | Filed herewith.                                                                                                                  |
| 31.2       | Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                       | Filed herewith.                                                                                                                  |
| 32         | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002                           | Filed herewith.                                                                                                                  |
| 101.INS(1) | XBRL Instance Document‡                                                                                                                                    |                                                                                                                             |
| 101.SCH(1) | XBRL Taxonomy Extension Schema Document‡                                                                                                                   |
| 101.CAL(1) | XBRL Taxonomy Extension Calculation Linkbase Document‡                                                                                                     |
| 101.DEF(1) | XBRL Taxonomy Extension Definition Linkbase Document‡                                                                                                      |
| 101.LAB(1) | XBRL Taxonomy Extension Label Linkbase Document‡                                                                                                           |
| 101.PRE(1) | XBRL Taxonomy Extension Presentation Linkbase Document‡                                                                                                    |

** **

**Footnotes to Exhibit Index**

| ^ | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request. |
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| # | Represents a management contract or compensatory plan, contract or arrangement. |
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| * | Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the SEC. |
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| ‡ | XBRL information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. |
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| (1) | Previously filed with the 201910-K. |
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** **

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

|                  |   |   | ThermoGenesis Holdings, Inc.                                                      |
|-----------------------|--------|--------|-----------------------------------------------------------------------------------|
| Dated: April 24, 2020 |   | By:/s/ | Jeffery Cauble                                                                    |
|                  |   |   | Jeffery Cauble, Chief Financial Officer			(Principal Financial Officer) |

 

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