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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended: June 30, 2007
 Commission File Number: 333-82900
 ThermoGenesis Corp.
  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)
 
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 o þ
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  o þ o
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TABLE OF CONTENTS
 Page NumberPart IITEM 1.
    
    Business
    
    
    2ITEM 1A.
    
    Risk Factors
    
    
    13ITEM 1B.
    
    Unresolved Staff Comments
    
    
    16ITEM 2.
    
    Properties
    
    
    17ITEM 3.
    
    Legal Proceedings
    
    
    17ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17Part IIITEM 5.
    
    Market for the Registrants Common Stock and Related Stockholder Matters
    
    
    18ITEM 6.
    
    Selected Financial Data
    
    
    19ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19(a) Overview
    
    
    20(b) Results of Operations
    
    
    24(c) Liquidity and Capital Resources
    
    
    27ITEM 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    28ITEM 8.
    
    Financial Statements and Supplementary Data
    
    
    28ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    53ITEM 9A.
    
    Controls and Procedures
    
    
    53ITEM 9B.
    
    Other Information
    
    
    56Part IIIITEM 10.
    
    Directors and Executive Officers of the Registrant
    
    
    56ITEM 11.
    
    Executive Compensation
    
    
    56ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    56ITEM 13.
    
    Certain Relationships and Related Transactions
    
    
    56ITEM 14.
    
    Principal Accountant Fees and Services
    
    
    56Part IVITEM 15.
    
    Exhibits and Financial Statement Schedules
    
    
    57Signatures
    
    
    60EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
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PART I
 
 ITEM 1. BUSINESS
 (A) Overview of Business
      Background
  2




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
    
    The BioArchive System is an automated cryogenic system used in stem cell therapy to
cryopreserve and archive cord blood stem cells for future transplant. We have sold more
than 150 BioArchive Systems to date to private and public cord blood banks and stem cell
research institutes in more than 25 countries.
    
    The AXP(TM) AutoXpress Platform, or AXP, Platform is our newly developed semi-automated
system and disposable to isolate and capture stem cells. We initiated sales efforts in
fiscal 2006.
    
    The CryoSeal (R) Fibrin Sealant (FS), System is an automated system used to prepare an
autologous hemostatic surgical sealant from a patients own blood or from a single donor in
approximately one hour. We received FDA clearance to market the CryoSeal FS System in
liver resection surgeries in July 2007.
    
    The Thrombin Processing Device (TM), or TPD, is used to isolate activated thrombin from
the patients blood or plasma in less than 30 minutes. Thrombin is used as a topical
hemostatic agent for minor bleeding sites, to treat pseudo aneurysms and to release growth
factors from platelets.
    
    The ultra-rapid plasma Freezer and the ultra-rapid plasma Thawer. The Freezer optimizes
plasma freezing through unique liquid heat transfer and uniform freezing technologies that
can freeze units of blood plasma in approximately 30 minutes. The Thawer is used for rapid
(<12 minutes) homogeneous thawing of frozen red blood cells or fresh frozen plasma
before their transfusion so that emergency transfusions can be quickly administrated. We
are currently evaluating continuation of the ThermoLine (TM), or divestiture, consistent
with our strategic direction.
 Stem Cells
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Stem Cell Therapy
    
    
    Replace bone marrow damaged by high-dose chemotherapy or radiation therapy used to treat
patients with a variety of cancers such as leukemia and lymphoma; and
    
    Provide genetically healthy and functioning bone marrow to treat patients with more than
60 life threatening genetic diseases such as sickle cell anemia and immunodeficiency; and
    
    Regenerate and repair tissue including the treatment of myocardial infarction, peripheral
limb ischemia and non-union bone fractures.
   
    
    Increased awareness about the availability and benefits of preserving cord blood stem
cells;
    
    Improved technology to harvest the stem cells in a sterile environment and maintain
their viability for many years;
    
    Clinical evidence that cell dose and cell viability are critical to a successful transplant; and
    
    Increased government funding.
 OUR SOLUTIONS
 Stem Cell Therapy
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Wound Care
    (B) CLINICAL SUMMARY STATUS
  Stem Cell Therapy
 (1)
    
    We have signed a collaborative research agreement with the Stem Cell program at UC
Davis to develop stem cell therapies using the BioArchive, AXP and CryoSeal products. The
focus of this program will be investigating cell populations and fibrin gel carriers
isolated from bone marrow and cord blood using our blood processing systems, initially
looking at stem cell treatments for critical limb ischemia and dermal wounds. The animal
trials began in fiscal 2008 and could lead to future human clinical trials.(2)
    
    The Company initiated an FDA Device Master File for the AXP in October 2005 and began
preparing the 510(k) application upon receipt of the October 24, 2006 notification from
the FDA of their intention to start regulating cord blood processing systems and
containers. This 510(k) submission requests market clearance for the AXP Platform for
processing cord blood stem cells
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and claims substantial equivalence to other devices used for this purpose. The 510(k)
submission covers the complete AXP Platform including the AXP hardware device, docking
station, disposable bag processing set, and XpressTRAK software that assists with quality
assurance and compliance with current good manufacturing practices (cGMP) and current good
tissue practices (cGTP). This submission is supported by studies at the New York Blood
Centers National Cord Blood Program, which showed that the AXP can harvest 98% of the
mononuclear cell (MNC) population (which contain all the stem cells) from cord blood
consistently and efficiently.
 Wound Care
 (1)
    
    In July 2007, the Company obtained FDA clearance to market the CryoSeal FS System in
liver resection surgeries. The PMA submission was based on clinical results from a Phase
III trial evaluating the safety and efficacy of CryoSeal FS as an adjunct to hemostasis in
liver resection surgery against a control, Instat, a collagen absorbable hemostat. The
multi-center randomized and blinded clinical trial of 150 cancer patients showed that
CryoSeal FS demonstrated superiority to the Instat control by causing statistically
significant quicker time to hemostasis versus the control group (p-value=<0.001).(2)
    
    Sanquin in Gronigen, Netherlands is financing and managing a clinical trial for the use
of CryoSeal FS as an adjunct to hemostatis in patients undergoing coronary artery bypass
grafts (CABG). Sanguin is responsible for ensuring the quality, safety and availability of
all blood and blood products in the Netherlands. This organization is one of the most
prominent European organizations in transfusion medicine. The study consists of 80 patients
(40 control and 40 treated) and enrollment is expected to be completed by September 2007.
This study is important for the Company as it represents the effort to build a business
model based upon centralized processing of allogeneic plasma which removes the logistics
associated with collecting and processing autologous plasma. Allogeneic plasma is
routinely outdated and discarded by blood centers. Therefore, the conversion of this
allogeneic plasma into fibrin sealant product represents an economic opportunity for blood
centers. The study is also important as Sanquin is recognized as being a technology leader
in transfusion medicine and its assessment of the product performance will be influential
in the use of the CryoSeal in other countries and regions.(3)
    
    Ottawa Civic Hospital is conducting a randomized trial to evaluate hemostasis in
surgical procedures for ear, nose and throat using the CryoSeal FS System. The study
involves 100 patients and is on-going. Dr. Gail Rock and her colleagues at the University
of Ottawa published a paper on their in vitro characterization of the CS-1 in a peer
reviewed journal entitled Preparation and Characterization of Human Thrombin for Use in
Fibrin Glue (Transfusion Medicine 17:187-191, 2007)(4)
    
    Giessen University Hospital in Germany is conducting a blinded, randomized trial to
study the reduction of blood loss in Total Knee Replacement Surgery when using CryoSeal
autologous fibrin sealant. The study involves 40 patients, treated with CryoSeal FS and 40
control patients. This study is a follow-up to the pilot clinical study that was conducted
in Giessen, where patients treated with CryoSeal FS had 50% less blood loss than the
control patients.
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(C) Competition
 Cell Therapy
 The competition for the BioArchive System is limited to manufacturers of individual
cryogenic components, such as dewars, controlled rate freezers and conventional systems,
such as Taylor Wharton and MVE.For our AXP Platform we believe the Sepax system from BioSafe is the Companys primary
semi-automated competitor. The AXP also competes with manual methods.The Company anticipates greater demand for the BioArchive System and AXP Platform and
compatible disposables as cell therapy companies work to develop blood cell therapy
products that are individually prepared for the end patient and provide the manufacturer
with greater logistical flexibility. This could lead to other competitors emerging to
provide various products which deliver one or more of the needed enabling technologies
for the future growth of the cell therapy industry.
 Wound Care
 §
    
    Tissue Sealants  CryoSeal System
The Company is aware of six companies which have developed or are developing tissue
sealants: Baxter, ZBL Behring, Vivolution, Omrix Pharmaceuticals (distributed by Johnson
& Johnson in the U.S.), Cryolife and Orthovida. To date, Baxter (Tisseel, Floseal and
CoSeal), Omrix/J&J (Evicel), Cryolife (BioGlue) and Orthovida (Vitagel) have received
FDA approval to market their products in the U.S.Our principal competitor is Baxter, which markets Tiseel/Tissucol in the U.S., Europe,
South America, Japan and other countries in Asia. ZBL Behring markets Beriplast in
Europe and Japan, although it is not available in the U.S.§
    
    Thrombin TPD

In Europe, Medtronic and Biomet offer a means to produce autologous thrombin. Although
available, these products are not ideal due to poor stability time. Therefore,
Medtronic and Biomet provide the ThermoGenesis TPD with their platelet kit.Sorin also markets the Activat device, which uses technology similar to the TPD.In the U.S. the only competition for the TPD is King Pharmas JMI bovine thrombin. Two
companies have thrombin products under FDA review, Omrix and Zymogenetics.
 (D) Research and Development
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(E) Description of Device Manufacturing
  Instrument Manufacturing-The Company manufactures the BioArchive device, CryoSeal System, AXP
devices and accessories, Ultra Rapid Plasma Freezers and Ultra Rapid Plasma Thawers at its
Rancho Cordova, CA facility. The Company assembles the hardware from multiple subassemblies
supplied by a wide base of skilled suppliers. However, the Company manufactures certain
sub-assemblies, e.g., the BioArchive robotic, barcode-reading periscope, at the Rancho Cordova
facility. All parts and subassemblies are procured from pre-approved and qualified suppliers.
Trained ThermoGenesis employees inspect incoming parts and sub-assemble products and perform
final QC release based on performance criteria.Disposables Manufacturing-The Company utilizes qualified and pre-approved contract
manufacturers with FDA registered facilities that we believe have the technical capability and
production capacity to manufacture our CryoSeal, BioArchive and AXP disposables. During fiscal
2007 we experienced quality issues with our initial AXP disposables vendor which we are in the
process of attempting to resolve. As announced in July 2007, we signed a supply agreement with
a second source for AXP disposables. We manufacture two disposables in house, TPD Reagent and
BioArchive Overwrap Bags. Both are currently being sourced for contract manufacturing.
   (F) Government Regulation
 in vitro
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
    
    Extensive pre-clinical laboratory and animal testing;
 
    
    Submission and approval of an investigational device exemption (IDE) application;
 
    
    Human clinical trials to establish the safety and efficacy of the medical device for the intended indication; and
 
    
    Submission and approval of a PMA to the FDA.
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(G) Patents and Proprietary Rights
   (H) Licenses and Distribution Rights
  10




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11




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(I) Employees
  FINANCIAL INFORMATION ON FOREIGN SALES AND OPERATIONS
  WHERE YOU CAN FIND MORE INFORMATION
  12




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ITEM 1A. RISK FACTORS
   Risks Related to Our Business
 Our New Products Are at Initial Market Introduction, and We Are Not Sure the Market Will Accept
Them.
 Our Inability to Protect Our Patents, Trademarks, and Other Proprietary Rights could Adversely
Impact Our Competitive Position.
 Failure to Protect Our Trade Secrets May Assist Our Competitors
 We Have a Limited Marketing and Sales Force for the Wound Care Products Which May Delay Our Goal of
Increased Sales Level
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Our Lack of Production Experience May Delay Producing Our New Products
 Dependence on Suppliers for Disposable Products and Custom Components May Impact the Production
Schedule.
 Quality Problems with our Products or Processes could Harm our Reputation for Producing High
Quality Products and Decrease our Future Revenues.
 All of our Operations are Conducted at a Single Location. Any Disruption at our Facility could
Delay Revenues or Increase our Expenses.
 We are Heavily Reliant on a Single Distributor to Market and Sell our Cell Therapy Products.
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Financial and Market Risks
 We Have Incurred Net Losses since Our Inception and Expect Losses to Continue.
 Failure to Keep Our Key Personnel May Adversely Affect Our Operations
 Product Liability and Uninsured Risks May Adversely Affect the Continuing Operations
 A Significant Portion of our Revenue is to Customers in Foreign Countries. We may Lose Revenues,
Market Share, and Profits due to Exchange Rate Fluctuations and Other Factors related to our
Foreign Business.
 The Preparation of our Financial Statements in Accordance with U.S. Generally Accepted Accounting
Principles Requires Us to Make Estimates, Judgments, and Assumptions that may Ultimately Prove to
be Incorrect.
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Risks Related to Our Industry
 Our Business is Heavily Regulated, Resulting in Increased Costs of Operations and Delays in Product
Sales
 Competition in Our Industry is Intense and Will Likely Involve Companies with Greater Resources
than We Have. .
 Influence By the Government and Insurance Companies May Adversely Impact Sales of Our Products.
 We are Dependent on our Suppliers and Manufacturers to Meet Existing Regulations.
 
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  16




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ITEM 2. PROPERTIES
    
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS
  Fiscal 2007
    
    High
    
    LowFirst Quarter (Sep. 30)
    
    $
    4.55
    
    
    $
    3.41Second Quarter (Dec. 31)
    
    $
    5.01
    
    
    $
    3.59Third Quarter (Mar. 31)
    
    $
    4.38
    
    
    $
    2.69Fourth Quarter (June 30)
    
    $
    3.60
    
    
    $
    2.42
 Fiscal 2006
    
    High
    
    LowFirst Quarter (Sep. 30)
    
    $
    5.74
    
    
    $
    4.42Second Quarter (Dec. 31)
    
    $
    5.34
    
    
    $
    4.05Third Quarter (Mar. 31)
    
    $
    5.02
    
    
    $
    3.70Fourth Quarter (June 30)
    
    $
    4.88
    
    
    $
    3.82
   COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
 
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ITEM 6. SELECTED FINANCIAL DATA
 ThermoGenesis Corp.
Five-Year Review of Selected Financial Data
 Year Ended June 30,Summary of Operations
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Net revenues
    
    $
    16,751
    
    
    $
    12,048
    
    
    $
    10,177
    
    
    $
    11,646
    
    
    $
    10,187Cost of revenues
    
    
    (11,554
    )
    
    
    (7,705
    )
    
    
    (7,089
    )
    
    
    (7,844
    )
    
    
    (7,900
    )Gross profit
    
    
    5,197
    
    
    
    4,343
    
    
    
    3,088
    
    
    
    3,802
    
    
    
    2,287Selling, general and
administration
    
    
    (9,630
    )
    
    
    (7,156
    )
    
    
    (5,837
    )
    
    
    (5,174
    )
    
    
    (5,014
    )Research and development
    
    
    (4,108
    )
    
    
    (4,157
    )
    
    
    (5,673
    )
    
    
    (3,472
    )
    
    
    (2,937
    )Interest and other income, net
    
    
    1,765
    
    
    
    828
    
    
    
    202
    
    
    
    67
    
    
    
    61Net loss
    
    $
    (6,776
    )
    
    $
    (6,142
    )
    
    $
    (8,220
    )
    
    $
    (4,777
    )
    
    $
    (5,603
    )Per share data:Basic and diluted net loss per
common share
    
    $
    (0.12
    )
    
    $
    (0.12
    )
    
    $
    (0.18
    )
    
    $
    (0.11
    )
    
    $
    (0.15
    )
 Balance Sheet Data
    
    2007
    
    2006
    
    2005
    
    2004
    
    2003Cash, cash equivalents
and short
term investments
    
    $
    33,379
    
    
    $
    38,999
    
    
    $
    9,568
    
    
    $
    16,612
    
    
    $
    6,815Working capital
    
    $
    37,759
    
    
    $
    42,342
    
    
    $
    13,085
    
    
    $
    19,798
    
    
    $
    10,365Total assets
    
    $
    43,790
    
    
    $
    47,603
    
    
    $
    17,466
    
    
    $
    24,114
    
    
    $
    12,791Total liabilities
    
    $
    5,978
    
    
    $
    5,631
    
    
    $
    3,435
    
    
    $
    3,146
    
    
    $
    2,217Total stockholders equity
    
    $
    37,812
    
    
    $
    41,972
    
    
    $
    14,031
    
    
    $
    20,968
    
    
    $
    10,574
 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
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(a) Overview
   Our Products
    20




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Critical Accounting Policies
  21




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Stock-Based Compensation:
 Statement of Financial Accounting Standards No
 Revenue Recognition:
 Revenue Recognition Revenue Agreements with Multiple Deliverable
   22




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Allowance for Doubtful Accounts:
  Warranty:
  Inventory Reserve:
  23




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(b) Results of Operations
  Results of Operations for the Year Ended June 30, 2007 as Compared to the Year Ended June 30, 2006
 Net Revenues:
   June 302007
    
    2006United States
    
    
    33
    
    
    
    28Asia
    
    
    56
    
    
    
    49Europe
    
    
    40
    
    
    
    33Rest of World
    
    
    26
    
    
    
    25155
    
    
    
    135
   June 302007
    
    
    2006BioArchive
    
    $
    3,290,000
    
    
    $
    3,002,000AXP
    
    
    2,557,000
    
    
    
    118,000TPD
    
    
    493,000
    
    
    
    329,000CryoSeal
    
    
    365,000
    
    
    
    386,000$
    6,705,000
    
    
    $
    3,835,000Percentage of total
Company revenues
    
    
    40
    %
    
    
    32
    %
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Gross Profit:
  Selling, General and Administrative Expenses:
 Research and Development Expenses:
   Results of Operations for the Year Ended June 30, 2006 as Compared to the Year Ended June 30, 2005
 Net Revenues:
  25




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June 302006
    
    2005United States
    
    
    28
    
    
    
    24Asia
    
    
    49
    
    
    
    44Europe
    
    
    33
    
    
    
    26Rest of World
    
    
    25
    
    
    
    20135
    
    
    
    114
  June 302006
    
    
    2005BioArchive
    
    $
    3,002,000
    
    
    $
    2,570,000CryoSeal
    
    
    386,000
    
    
    
    200,000TPD
    
    
    329,000
    
    
    
    10,000AXP
    
    
    118,000
    
    
    
    $
    3,835,000
    
    
    $
    2,780,000Percentage of total
Company revenues
    
    
    32
    %
    
    
    27
    %
 Gross Profit:
  Selling, General and Administrative Expenses:
  Research and Development Expenses:
   26




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(c) Liquidity and Capital Resources
          Off Balance Sheet Arrangements:
  27




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Contractual Obligations:
  Contractual Obligations
    
    Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    After 5Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    yearsCapital Lease Obligations
    
    $
    41,000
    
    
    $
    16,000
    
    
    $
    21,000
    
    
    $
    4,000
    
    
    
    Operating Leases
    
    
    1,438,000
    
    
    
    594,000
    
    
    
    485,000
    
    
    
    359,000
    
    
    
    Inventory Purchase
Commitments
    
    
    69,000
    
    
    
    69,000
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Cash
Obligations
    
    $
    1,548,000
    
    
    $
    679,000
    
    
    $
    506,000
    
    
    $
    363,000
    
    
    
    
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageNumberReport of Ernst & Young LLP, Independent Registered Public Accounting Firm
    
    
    29Balance Sheets at June 30, 2007 and 2006
    
    
    30Statements of Operations for the years ended June 30, 2007, 2006 and 2005
    
    
    31Statements of Stockholders Equity for the years ended June 30, 2007, 2006 and 2005
    
    
    32Statements of Cash Flows for the years ended June 30, 2007, 2006 and 2005
    
    
    33Notes to Financial Statements
    
    
    34
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ThermoGenesis Corp.
 
   June 30, 2007
    
    
    June 30, 2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,730
    
    
    $
    3,527Short-term investments
    
    
    27,649
    
    
    
    35,472Accounts receivable, net of allowance for
doubtful accounts of $50 ($17 at June 30, 2006)
    
    
    3,226
    
    
    
    3,773Inventories, net
    
    
    5,046
    
    
    
    2,792Other current assets
    
    
    415
    
    
    
    462Total current assets
    
    
    42,066
    
    
    
    46,026Equipment at cost less accumulated depreciation of $2,605
($3,024 at June 30, 2006)
    
    
    1,602
    
    
    
    1,489Other assets
    
    
    122
    
    
    
    88$
    43,790
    
    
    $
    47,603LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,074
    
    
    $
    1,931Accrued payroll and related expenses
    
    
    525
    
    
    
    417Deferred revenue
    
    
    761
    
    
    
    718Other current liabilities
    
    
    947
    
    
    
    618Total current liabilities
    
    
    4,307
    
    
    
    3,684Deferred revenue
    
    
    1,647
    
    
    
    1,921Long-term portion of capital lease obligations and note
payable
    
    
    24
    
    
    
    26Commitments and contingencies (Footnote 6)Stockholders equity:Preferred stock, $0.001 par value; 2,000,000 shares
authorized;
Series A convertible preferred stock, 1,077,540
shares issued, none outstanding at June 30, 2007 or 2006
    
    
    
    
    
    
    Common stock, $0.001 par value; 80,000,000 shares
authorized; 55,500,524 issued and outstanding
(54,882,952 at June 30, 2006)
    
    
    56
    
    
    
    55Paid in capital in excess of par
    
    
    118,384
    
    
    
    115,769Accumulated deficit
    
    
    (80,628
    )
    
    
    (73,852
    )Total stockholders equity
    
    
    37,812
    
    
    
    41,972$
    43,790
    
    
    $
    47,603
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ThermoGenesis Corp.
 
 Statements of Operations
  Years
ended June 302007
    
    
    2006
    
    
    2005Revenues:Product and other revenues
    
    $
    15,093
    
    
    $
    11,488
    
    
    $
    10,097Milestone payments and license fees
    
    
    1,658
    
    
    
    560
    
    
    
    80Net revenues
    
    
    16,751
    
    
    
    12,048
    
    
    
    10,177Cost of revenues:Cost of product and other revenues
    
    
    11,294
    
    
    
    7,705
    
    
    
    7,089Cost of milestone payments and license
fees
    
    
    260
    
    
    
    
    
    
    
    Total costs of revenues
    
    
    11,554
    
    
    
    7,705
    
    
    
    7,089Gross profit
    
    
    5,197
    
    
    
    4,343
    
    
    
    3,088Expenses:Selling, general and administrative
    
    
    9,630
    
    
    
    7,156
    
    
    
    5,837Research and development
    
    
    4,108
    
    
    
    4,157
    
    
    
    5,673Total expenses
    
    
    13,738
    
    
    
    11,313
    
    
    
    11,510Loss before interest and other income, net
    
    
    (8,541
    )
    
    
    (6,970
    )
    
    
    (8,422
    )Interest and other income, net
    
    
    1,765
    
    
    
    828
    
    
    
    202Net loss
    
    $
    (6,776
    )
    
    $
    (6,142
    )
    
    $
    (8,220
    )Per share data:Basic and diluted net loss per common share
    
    $
    (0.12
    )
    
    $
    (0.12
    )
    
    $
    (0.18
    )Shares used in computing per share data
    
    
    55,169,977
    
    
    
    49,583,823
    
    
    
    45,427,047
  31




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##### Table of Contents



ThermoGenesis Corp.
 
 Statements of Stockholders Equity
  Common
    
    Paid in
    
    Deferred
    
    
    
    
    
    Totalstock
    
    capital in
    
    stock
    
    Accumulated
    
    stockholdersShares
    
    Amount
    
    excess of par
    
    compensation
    
    deficit
    
    equityBalance at June 30, 2004
    
    
    44,711,871
    
    
    $
    45
    
    
    $
    80,413
    
    
    
    
    
    
    $
    (59,490
    )
    
    $
    20,968Issuance of shares for
exercise of options and warrants
    
    
    501,393
    
    
    
    
    
    
    
    1,136
    
    
    
    
    
    
    
    
    
    
    
    1,136Issuance of common shares
for services
    
    
    16,973
    
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    61Deferred compensation related to
common stock restricted awards
    
    
    
    
    
    
    
    
    
    
    121
    
    
    $
    (121
    )
    
    
    
    
    
    
    Amortization of deferred stock
compensation
    
    
    
    
    
    
    
    
    
    
    (18
    )
    
    
    64
    
    
    
    
    
    
    
    46Issuance of common
shares upon conversion of Series
A preferred stock
    
    
    630,000
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of options for services
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    40Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,220
    )
    
    
    (8,220
    )Balance at June 30, 2005
    
    
    45,860,237
    
    
    
    46
    
    
    
    81,752
    
    
    
    (57
    )
    
    
    (67,710
    )
    
    
    14,031Issuance of common
shares in public offering
    
    
    8,800,000
    
    
    
    9
    
    
    
    32,329
    
    
    
    
    
    
    
    
    
    
    
    32,338Issuance of shares for
exercise of options and warrants
    
    
    197,793
    
    
    
    
    
    
    
    586
    
    
    
    
    
    
    
    
    
    
    
    586Issuance of common shares to a
consultant for services
    
    
    10,500
    
    
    
    
    
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    46Issuance of common shares and
compensation related to common
stock restricted awards
    
    
    14,422
    
    
    
    
    
    
    
    (16
    )
    
    
    57
    
    
    
    
    
    
    
    41Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,072
    
    
    
    
    
    
    
    
    
    
    
    1,072Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,142
    )
    
    
    (6,142
    )Balance at June 30, 2006
    
    
    54,882,952
    
    
    
    55
    
    
    
    115,769
    
    
    
    
    
    
    
    (73,852
    )
    
    
    41,972Issuance of shares for
exercise of options and warrants
    
    
    601,349
    
    
    
    1
    
    
    
    1,521
    
    
    
    
    
    
    
    
    
    
    
    1,522Issuance of common shares and
compensation related to common
stock restricted awards
    
    
    16,223
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    20Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,074
    
    
    
    
    
    
    
    
    
    
    
    1,074Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,776
    )
    
    
    (6,776
    )Balance at June 30, 2007
    
    
    55,500,524
    
    
    $
    56
    
    
    $
    118,384
    
    
    
    
    
    
    $
    (80,628
    )
    
    $
    37,812
  32




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##### Table of Contents



ThermoGenesis Corp.
 
 Statements of Cash Flows
  Years ended June 302007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (6,776
    )
    
    $
    (6,142
    )
    
    $
    (8,220
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    549
    
    
    
    398
    
    
    
    367Stock based compensation expense
    
    
    1,074
    
    
    
    1,113
    
    
    
    86Accretion of discount on short-term
investments
    
    
    (1,257
    )
    
    
    (280
    )
    
    
    Issuance of common shares for services
    
    
    20
    
    
    
    46
    
    
    
    61Loss on sale/retirement of equipment
    
    
    31
    
    
    
    
    
    
    
    7Net changes in operating assets and liabilities:Accounts receivable
    
    
    547
    
    
    
    (856
    )
    
    
    190Inventories
    
    
    (2,309
    )
    
    
    336
    
    
    
    (970
    )Other current assets
    
    
    47
    
    
    
    87
    
    
    
    357Other assets
    
    
    (34
    )
    
    
    
    
    
    
    (1
    )Accounts payable
    
    
    143
    
    
    
    140
    
    
    
    82Accrued payroll and related expenses
    
    
    108
    
    
    
    74
    
    
    
    56Deferred revenue
    
    
    (231
    )
    
    
    2,123
    
    
    
    222Other current liabilities
    
    
    326
    
    
    
    (37
    )
    
    
    (168
    )Net cash used in operating activities
    
    
    (7,762
    )
    
    
    (2,998
    )
    
    
    (7,931
    )Cash flows from investing activities:Purchase of short-term investments
    
    
    (51,420
    )
    
    
    (35,192
    )
    
    
    Maturities of investments
    
    
    60,500
    
    
    
    
    
    
    
    Capital expenditures
    
    
    (621
    )
    
    
    (565
    )
    
    
    (232
    )Proceeds from sale of equipment
    
    
    
    
    
    
    
    
    
    
    21Net cash provided by (used in) investing
activities
    
    
    8,459
    
    
    
    (35,757
    )
    
    
    (211
    )Cash flows from financing activities:Exercise of stock options
    
    
    439
    
    
    
    96
    
    
    
    374Exercise of warrants
    
    
    1,083
    
    
    
    490
    
    
    
    762Payments on capital lease obligations and note
payable
    
    
    (16
    )
    
    
    (210
    )
    
    
    (38
    )Issuance of common stock
    
    
    
    
    
    
    32,338
    
    
    
    Net cash provided by financing activities
    
    
    1,506
    
    
    
    32,714
    
    
    
    1,098Net increase (decrease) in cash and cash equivalents
    
    
    2,203
    
    
    
    (6,041
    )
    
    
    (7,044
    )Cash and cash equivalents at beginning of year
    
    
    3,527
    
    
    
    9,568
    
    
    
    16,612Cash and cash equivalents at end of year
    
    $
    5,730
    
    
    $
    3,527
    
    
    $
    9,568Supplemental non-cash financing and investing
information:Equipment acquired by note payable/capital lease
    
    $
    17
    
    
    $
    106
    
    
    $
    41Transfer of inventories to equipment
    
    $
    124
    
    
    $
    94
    
    
    $
    160Insurance premium financed by note payable
    
    
    
    
    
    
    
    
    
    $
    94Transfer of equipment to inventories
    
    $
    69
    
    
    $
    62
    
    
    
    
  33




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##### Table of Contents



THERMOGENESIS CORP.
 
 NOTES TO FINANCIAL STATEMENTS
 (in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies
 Organization and Business
  Use of Estimates
  Revenue Recognition
 Revenue Recognition Revenue Agreements with Multiple Deliverable
  34




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 Revenue Recognition (Continued)
      35




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 Cash, Cash Equivalents and Short Term Investments
   Fair Value of Financial Instruments
  Accounts Receivable and Allowance for Doubtful Accounts
  Inventories
  Suppliers
  36




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 Equipment
  Warranty
  Stock Based Compensation
    37




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 Stock Based Compensation (Continued)
       2005Net loss, as reported
    
    $
    (8,220
    )Add: stock-based employee
compensation expense
included in reported net loss,
net of related tax effects
    
    
    107Deduct: total stock-based
employee compensation
expense determined
under fair value method for
all awards, net of related tax
effects
    
    
    (1,084
    )Pro forma net loss
    
    $
    (9,197
    )Basic and diluted net loss per shareAs reported
    
    $
    (0.18
    )Pro forma
    
    $
    (0.20
    )
 38




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 Stock Based Compensation (Continued)
 2007
    
    2006
    
    2005Average expected
life (years)
    
    
    3.5
    
    
    
    3.8
    
    
    
    6.2Risk-free interest rate
    
    
    4.7
    %
    
    
    4.6
    %
    
    
    3.8
    %Expected volatility
    
    
    54
    %
    
    
    62
    %
    
    
    85
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  Credit Risk
  Segment Reporting
  Income Taxes
  Net Loss per Share
  Reclassifications
  39




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 New Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes.
 Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities .
 40




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 2. Short-term Investments
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueJune 30, 2007Mortgage-backed securities of
government sponsored
enterprises
    
    $
    27,649
    
    
    $
    2
    
    
    $
    10
    
    
    $
    27,641Maturity Date:Less than 90 days
    
    $
    12,902
    
    
    
    
    
    
    
    
    
    
    $
    12,903Due in 91-365 days
    
    
    14,747
    
    
    
    
    
    
    
    
    
    
    
    14,738$
    27,649
    
    
    
    
    
    
    
    
    
    
    $
    27,641June 30, 2006Mortgage-backed securities of
government sponsored
enterprises
    
    $
    19,799
    
    
    
    
    
    
    $
    36
    
    
    $
    19,763U.S. government and agency
securities
    
    
    15,673
    
    
    
    
    
    
    
    2
    
    
    
    15,671Total
    
    $
    35,472
    
    
    
    
    
    
    $
    38
    
    
    $
    35,434
  Aggregate
    
    
    UnrealizedFair Value
    
    
    LossJune 30, 2007Mortgage-backed
securities
    
    $
    13,823
    
    
    $
    10June 30, 2006Mortgage-backed
securities
    
    $
    19,763
    
    
    $
    36U.S. government and
agency securities
    
    
    7,851
    
    
    
    2Total
    
    $
    27,614
    
    
    $
    38
  41




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 3. Inventories
  2007
    
    
    2006Raw materials
    
    $
    2,380
    
    
    $
    1,563Work in process
    
    
    1,334
    
    
    
    1,433Finished goods
    
    
    2,247
    
    
    
    570Reserve
    
    
    (915
    )
    
    
    (774
    )$
    5,046
    
    
    $
    2,792
  4. Equipment
  2007
    
    
    2006
    
    
    Estimated Useful LifeMachinery and equipment
    
    $
    2,140
    
    
    $
    2,511
    
    
    5-10 years or lease termComputer and software
    
    
    1,196
    
    
    
    1,298
    
    
    2-5 yearsOffice equipment
    
    
    654
    
    
    
    505
    
    
    5-10 yearsLeasehold improvements
    
    
    217
    
    
    
    199
    
    
    5 years or lease term4,207
    
    
    
    4,513Less accumulated depreciation and
amortization
    
    
    (2,605
    )
    
    
    (3,024
    )$
    1,602
    
    
    $
    1,489
 5. Other Current Liabilities
  2007
    
    
    2006Accrued warranty reserves
    
    $
    302
    
    
    $
    74Accrued professional fees
    
    
    361
    
    
    
    213Other prepayments
    
    
    129
    
    
    
    124Deferred rent
    
    
    54
    
    
    
    74Accrued commissions
    
    
    34
    
    
    
    67Other accrued liabilities
    
    
    67
    
    
    
    66$
    947
    
    
    $
    618
 42




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 6. Commitments and Contingencies
 Operating Leases
 2008
    
    $
    5942009
    
    
    2912010
    
    
    1942011
    
    
    2022012
    
    
    157Thereafter
    
    
    Total
    
    $
    1,438
  Capital Leases
  2007
    
    
    2006Cost
    
    $
    58
    
    
    $
    42Less: accumulated amortization
    
    
    23
    
    
    
    10Net assets under capital leases
    
    $
    35
    
    
    $
    32
  Year ending June 30:2008
    
    $
    162009
    
    
    162010
    
    
    52011
    
    
    4Total minimum lease payments
    
    
    41Less: amount representing interest
    
    
    3Present value of minimum lease payments
    
    
    38Less: current portion
    
    
    14Long term portion
    
    $
    24
 43




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 6. Commitments and Contingencies (Continued)
 Note Payable
  Contingencies
  Warranty
   For years ended June 30,2007
    
    
    2006Beginning balance
    
    $
    74
    
    
    $
    103Warranties issued during the period
    
    
    214
    
    
    
    128Settlements made during the period
    
    
    (253
    )
    
    
    (82
    )Changes in liability for pre-existing
warranties during the period, including
expirations
    
    
    267
    
    
    
    (75
    )Ending balance
    
    $
    302
    
    
    $
    74
 7. Stockholders Equity
 Common Stock
   44




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Warrants
       Weighted-AverageNumber of
    
    
    Exercise PriceShares
    
    
    Per ShareBalance at June 30, 2004
    
    
    951,195
    
    
    $
    2.84Warrants granted
    
    
    
    
    
    
    Warrants canceled
    
    
    
    
    
    
    Warrants exercised
    
    
    (307,246
    )
    
    $
    2.50Outstanding and exercisable at June 30, 2005
    
    
    643,949
    
    
    $
    3.00Warrants granted
    
    
    
    
    
    
    Warrants canceled
    
    
    (83,699
    )
    
    $
    2.81Warrants exercised
    
    
    (166,888
    )
    
    $
    2.94Outstanding and exercisable at June 30, 2006
    
    
    393,362
    
    
    $
    3.07Warrants granted
    
    
    Warrants canceled
    
    
    (40,862
    )
    
    $
    3.07Warrants exercised
    
    
    (352,500
    )
    
    $
    3.07Outstanding and exercisable at June 30, 2007
    
    
    
 45




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Stock Options
     Stock Compensation Expense
  46




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Stock Compensation Expense (Continued)
  Weighted-Weighted-
    
    AverageAverage
    
    Remaining
    
    AggregateNumber of
    
    Exercise
    
    Contractual
    
    IntrinsicShares
    
    Price
    
    Life
    
    ValueOutstanding at June 30, 2006
    
    
    2,539,321
    
    
    $
    2.72
    
    
    
    3.3
    
    
    $
    3,737Granted
    
    
    351,326
    
    
    $
    3.83Forfeited or Expired
    
    
    (170,881
    )
    
    $
    3.86Exercised
    
    
    (248,849
    )
    
    $
    1.76Outstanding at June 30, 2007
    
    
    2,470,917
    
    
    $
    2.89
    
    
    
    2.6
    
    
    $
    1,046Vested and Expected to Vest at June
30, 2007
    
    
    2,424,746
    
    
    $
    2.87
    
    
    
    2.6
    
    
    $
    1,046Exercisable at June 30, 2007
    
    
    1,929,769
    
    
    $
    2.58
    
    
    
    2.4
    
    
    $
    1,046
   Weighted-
    
    
    Weighted-Range of
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    Weighted-Exercise
    
    Number
    
    
    Remaining
    
    
    Exercise
    
    
    Number
    
    
    AveragePrices
    
    Outstanding
    
    
    Contractual Life
    
    
    Price
    
    
    Exercisable
    
    
    Exercise Price$1.125 - $1.60
    
    
    205,651
    
    
    0.2
    
    
    $
    1.25
    
    
    
    205,651
    
    
    $
    1.25$1.81 - $2.12
    
    
    1,128,000
    
    
    2.0
    
    
    $
    2.11
    
    
    
    1,128,000
    
    
    $
    2.11$2.88 - $4.30
    
    
    964,766
    
    
    3.5
    
    
    $
    3.79
    
    
    
    488,285
    
    
    $
    3.69$4.42 - $5.88
    
    
    172,500
    
    
   3.5
    
    
    $
    4.95
    
    
    
    107,833
    
    
    $
    5.00Total
    
    
    2,470,917
    
    
   2.6
    
    
    $
    2.89
    
    
    
    1,929,769
    
    
    $
    2.58
 47




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Common Stock Restricted Awards
     Number of
    
    
    Grant DateShares
    
    
    Fair ValueOutstanding at June 30, 2006
    
    
    11,000
    
    
    $
    40Granted
    
    
    510,000
    
    
    
    1,734Vested
    
    
    (16,000
    )
    
    
    (57
    )Forfeited
    
    
    
    
    
    
    Outstanding at June 30, 2007
    
    
    505,000
    
    
    $
    1,717
 48




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Series A Convertible Preferred Stock
      8. Major Customers and Foreign Sales
   49




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 8.
    
    Major Customers and Foreign Sales (Continued)
   2007
    
    
    2006
    
    
    2005BioArchive
    
    
    48%
    
    
    
    61%
    
    
    
    66%AXP
    
    
    19%
    
    
    
    6%
    
    
    
    0%Thermoline
    
    
    13%
    
    
    
    16%
    
    
    
    21%CryoSeal
    
    
    7%
    
    
    
    7%
    
    
    
    4%
  2007
    
    
    2006
    
    
    2005Europe
    
    $
    4,625
    
    
    $
    3,046
    
    
    $
    1,708United States
    
    
    8,579
    
    
    
    4,632
    
    
    
    3,367Asia
    
    
    2,588
    
    
    
    2,703
    
    
    
    3,016South America
    
    
    802
    
    
    
    1,394
    
    
    
    1,394Other
    
    
    157
    
    
    
    273
    
    
    
    692$
    16,751
    
    
    $
    12,048
    
    
    $
    10,177
 9. Income Taxes
  2007
    
    
    2006
    
    
    2005Statutory federal income tax benefit
    
    $
    (2,304
    )
    
    $
    (2,088
    )
    
    $
    (2,795
    )Net operating loss with no tax benefit
    
    
    2,304
    
    
    
    2,088
    
    
    
    2,795Total federal income tax
    
    $
    
    
    
    $
    
    
    
    $
    
   50




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 9.
    
    Income Taxes (Continued)
  June 30, 2007
    
    
    June 30, 2006Deferred tax assets:Net operating loss carry-forwards
    
    $
    24,300
    
    
    $
    22,708Income tax credits
    
    
    1,428
    
    
    
    1,085Deferred revenue
    
    
    962
    
    
    
    1,055Capitalized research costs
    
    
    380
    
    
    
    486Other
    
    
    1,659
    
    
    
    1,011Total deferred taxes
    
    
    28,729
    
    
    
    26,345Valuation allowance
    
    
    (28,729
    )
    
    
    (26,345
    )Net deferred taxes
    
    $
    
    
    
    $
    
   10.
    
    Employee Retirement Plan
  51




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 11.
    
    Unaudited Quarterly Financial Data
  SecondFirst Quarter
    
    
    Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,2006
    
    
    2006
    
    
    2007
    
    
    2007Net revenues
    
    $
    4,305
    
    
    $
    3,716
    
    
    $
    5,210
    
    
    $
    3,520Gross Profit
    
    $
    1,712
    
    
    $
    789
    
    
    $
    1,772
    
    
    $
    924Net loss
    
    $
    (1,096
    )
    
    $
    (2,030
    )
    
    $
    (1,037
    )
    
    $
    (2,613
    )Per share data:Basic and diluted net loss per
common share
    
    $
    (0.02
    )
    
    $
    (0.04
    )
    
    $
    (0.02
    )
    
    $
    (0.05
    )Shares used in computing per
share data
    
    
    54,903,767
    
    
    
    55,140,675
    
    
    
    55,266,175
    
    
    
    55,369,291
 First quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,2005
    
    
    2005
    
    
    2006
    
    
    2006Net revenues
    
    $
    2,116
    
    
    $
    3,127
    
    
    $
    3,248
    
    
    $
    3,557Gross Profit
    
    $
    587
    
    
    $
    1,122
    
    
    $
    1,316
    
    
    $
    1,318Net loss
    
    $
    (2,016
    )
    
    $
    (1,752
    )
    
    $
    (892
    )
    
    $
    (1,482
    )Per share data:Basic and diluted net loss per
common share
    
    $
    (0.04
    )
    
    $
    (0.04
    )
    
    $
    (0.02
    )
    
    $
    (0.03
    )Shares used in computing per
share data
    
    
    45,917,502
    
    
    
    45,965,859
    
    
    
    51,584,192
    
    
    
    54,867,737
 52




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
  53




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework
   54




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##### Table of Contents



55




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  56




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Page Number(a) (1) Financial Statements
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
    
    
    29Balance Sheets at June 30, 2007 and 2006
    
    
    30Statements of Operations for the years ended
June 30, 2007, 2006 and 2005
    
    
    31Statements of Stockholders Equity for the years
ended June 30, 2007, 2006 and 2005
    
    
    32Statements of Cash Flows for the years ended
June 30, 2007, 2006 and 2005
    
    
    33Notes to Financial Statements
    
    
    34(a) (2) Financial Statement SchedulesSchedule II, Valuation and Qualifying Accounts
    
    
    61
   
 57




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##### Table of Contents



Exhibit
Description3.1
    
    (a)
    Amended and Restated Certificate of Incorporation (1)(b)
    Revised Bylaws (2)10.1
    
    (a)
    Executive Development and Distribution Agreement between ThermoGenesis Corp. and Daido
Hoxan Inc. (3)(b)
    License Agreement with Pall/Medsep Corporation (4)(c)
    Securities Purchase Agreement dated March 10, 2004 (form) (5)(d)
    Amended 2002 Independent Directors Equity Incentive Plan (6)(e)
    Distribution and License Agreement with Asahi Kasei Medical Co., Ltd. (7)(f)
    Supply Agreement with Cell Factors Technology, Inc. (8)(g)
    Employment Agreement for Matthew Plavan (9)(h)
    International Distribution Agreement with Amersham Biosciences AB (10)(i)
    OEM Supply Agreement with Medtronic, Inc. (11)(j)
    Employment Agreement with Dennis Marr (12)(k)
    Employment Agreement with John Chapman (13)(l)
    Product Development and Supply Agreement with Biomet Biologics (14)(m)
    First Amendment License Agreement (Clotalyst) (15)(n)
    Employment Agreement with Phil Coelho (16)14
    
    Amended and Restated Code of Ethics (17)23.1
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm31.1
    
    Rule 13(a)  14(a)/15(d)  14(a) Certification (Principal Executive Officer)31.2
    
    Rule 13(a)  14(a)/15(d)  14(a) Certification (Principal Financial Officer)32
    
    Section 1350 CertificationsFootnotes to Exhibit Index(1)
    
    Incorporated by reference to ThermoGenesis proxy statement for the Special Meeting hold on
December 5, 2005.(2)
    
    Incorporated by reference to Form 10-KSB for the year ended June 30, 1994.(3)
    
    Incorporated by reference to Form 8-K dated June 9, 1995.(4)
    
    Incorporated by reference to Form 8-K dated April 14, 1997.(5)
    
    Incorporated by reference to Form 8-K dated March 10, 2004.(6)
    
    Incorporated by reference to Form 8-K dated December 15, 2004.(7)
    
    Incorporated by reference to Form 8-K dated March 28, 2005.(8)
    
    Incorporated by reference to Form 8-K dated March 29, 2005.(9)
    
    Incorporated by reference to Form 8-K dated May 5, 2005.(10)
    
    Incorporated by reference to Form 8-K dated October 13, 2005.(11)
    
    Incorporated by reference to Form 8-K dated November 4, 2005.(12)
    
    Incorporated by reference to Form 8-K dated January 17, 2006.(13)
    
    Incorporated by reference to Form 10-K for the year ended June 30, 2006.(14)
    
    Incorporated by reference to Form 8-K dated August 3, 2006.(15)
    
    Incorporated by reference to Form 10-K for quarter ended March 31, 2007.(16)
    
    Incorporated by reference to Form 8-K dated April 30, 2007.(17)
    
    Incorporated by reference to ThermoGenesis proxy statement for the Annual Meeting held on
October 28, 2005.
 58




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##### Table of Contents



GLOSSARY OF CERTAIN TECHNICAL TERMS
                59




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##### Table of Contents



ThermoGenesis Corp.Date: September 11, 2007
    
    
    By:
    /s/ WILLIAM R. OSGOODWilliam R. Osgood, Ph.D., 
Chief Executive Officer & Director
  By:
    
    /s/ WILLIAM R. OSGOOD

William R. Osgood, Ph.D., Chief Executive Officer & Director
(Principal Executive Officer)
    
    Date: September 11, 2007By:
    
    /s/ MATTHEW T. PLAVAN

Matthew T. Plavan, Chief Financial
Officer (Principal Financial and Accounting Officer)
    
    Dated: September 11, 2007By:
    
    /s/ PHILIP H. COELHO

Philip H. Coelho, Chief Technology
 Architect and Chairman of the Board
    
    Dated: September 11, 2007By:
    
    /s/ HUBERT HUCKEL

Hubert Huckel, M.D., Director
    
    Dated: September 11, 2007By:
    
    /s/ PATRICK MCENANY

Patrick McEnany, Director
    
    Dated: September 11, 2007By:
    
    /s/ WOODROW A. MYERS

Woodrow Myers, M.D., Director
    
    Dated: September 11, 2007
 60




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##### Table of Contents



Balance at
    
    Charged to
    
    Charged to
    
    
    
    
    
    Balance atbeginning of
    
    cost and
    
    other
    
    
    
    end ofDescription
    
    period
    
    expenses
    
    accounts
    

Deductions
    
    periodFor the year ended June 30, 2007Allowance for doubtful accounts:
    
    $
    17
    
    
    $
    50
    
    
    
    
    
    
    $
    17
    
    
    $
    50Reserve for slow moving,
obsolete or unusable inventory:
    
    $
    774
    
    
    $
    200
    
    
    
    
    
    
    $
    59
    
    
    $
    915For the year ended June 30, 2006Allowance for doubtful accounts:
    
    $
    41
    
    
    
    
    
    
    
    
    
    
    $
    24
    
    
    $
    17Reserve for
slow moving, obsolete or unusable
inventory:
    
    $
    632
    
    
    $
    212
    
    
    
    
    
    
    $
    70
    
    
    $
    774For the year ended June 30, 2005Allowance for doubtful accounts:
    
    $
    61
    
    
    $
    9
    
    
    
    
    
    
    $
    29
    
    
    $
    41Reserve for slow moving,
obsolete or unusable inventory:
    
    $
    502
    
    
    $
    169
    
    
    
    
    
    
    $
    39
    
    
    $
    632
 61




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##### Table of Contents



Exhibit
Index
 Exhibit
Description3.1
    
    (a)
    Amended and Restated Certificate of Incorporation (1)(b)
    Revised Bylaws (2)10.1
    
    (a)
    Executive Development and Distribution Agreement between ThermoGenesis Corp. and Daido
Hoxan Inc. (3)(b)
    License Agreement with Pall/Medsep Corporation (4)(c)
    Securities Purchase Agreement dated March 10, 2004 (form) (5)(d)
    Amended 2002 Independent Directors Equity Incentive Plan (6)(e)
    Distribution and License Agreement with Asahi Kasei Medical Co., Ltd. (7)(f)
    Supply Agreement with Cell Factors Technology, Inc. (8)(g)
    Employment Agreement for Matthew Plavan (9)(h)
    International Distribution Agreement with Amersham Biosciences AB (10)(i)
    OEM Supply Agreement with Medtronic, Inc. (11)(j)
    Employment Agreement with Dennis Marr (12)(k)
    Employment Agreement with John Chapman (13)(l)
    Product Development and Supply Agreement with Biomet Biologics (14)(m)
    First Amendment License Agreement (Clotalyst) (15)(n)
    Employment Agreement with Phil Coelho (16)14
    
    Amended and Restated Code of Ethics (17)23.1
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm31.1
    
    Rule 13(a)  14(a)/15(d)  14(a) Certification (Principal Executive Officer)31.2
    
    Rule 13(a)  14(a)/15(d)  14(a) Certification (Principal Financial Officer)32
    
    Section 1350 CertificationsFootnotes to Exhibit Index(1)
    
    Incorporated by reference to ThermoGenesis proxy statement for the Special Meeting hold on
December 5, 2005.(2)
    
    Incorporated by reference to Form 10-KSB for the year ended June 30, 1994.(3)
    
    Incorporated by reference to Form 8-K dated June 9, 1995.(4)
    
    Incorporated by reference to Form 8-K dated April 14, 1997.(5)
    
    Incorporated by reference to Form 8-K dated March 10, 2004.(6)
    
    Incorporated by reference to Form 8-K dated December 15, 2004.(7)
    
    Incorporated by reference to Form 8-K dated March 28, 2005.(8)
    
    Incorporated by reference to Form 8-K dated March 29, 2005.(9)
    
    Incorporated by reference to Form 8-K dated May 5, 2005.(10)
    
    Incorporated by reference to Form 8-K dated October 13, 2005.(11)
    
    Incorporated by reference to Form 8-K dated November 4, 2005.(12)
    
    Incorporated by reference to Form 8-K dated January 17, 2006.(13)
    
    Incorporated by reference to Form 10-K for the year ended June 30, 2006.(14)
    
    Incorporated by reference to Form 8-K dated August 3, 2006.(15)
    
    Incorporated by reference to Form 10-K for quarter ended March 31, 2007.(16)
    
    Incorporated by reference to Form 8-K dated April 30, 2007.(17)
    
    Incorporated by reference to ThermoGenesis proxy statement for the Annual Meeting held on
October 28, 2005.