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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, 2006
 Commission File Number: 0-16375
 ThermoGenesis Corp.
  Delaware
(State of incorporation)
    
    94-3018487
(I.R.S. Employer Identification No.)
 2711 Citrus Road
Rancho Cordova, California 95742
 
  (916) 858-5100
 
  
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TABLE OF CONTENTS
 Page NumberPart IITEM 1.
    
    Business
    
    2(A) Overview of Business
    
    2(B) Clinical Summary Status
    
    6(C) Competition
    
    7(D) Research and Development
    
    8(E) Description of Device Manufacturing
    
    8(F) Government Regulation
    
    9(G) Patents and Proprietary Rights
    
    11(H) Licenses and Distribution Rights
    
    11(I) Employees
    
    13ITEM 1A.
    
    Risk Factors
    
    13ITEM 1B.
    
    Unresolved Staff Comments
    
    17ITEM 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
    
    25(c) Liquidity and Capital Resources
    
    27ITEM 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    28ITEM 8.
    
    Financial Statements and Supplementary Data
    
    29ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    54ITEM 9A.
    
    Controls and Procedures
    
    54ITEM 9B.
    
    Other Information
    
    57Part IIIITEM 10.
    
    Directors and Executive Officers of the Registrant
    
    57ITEM 11.
    
    Executive Compensation
    
    57ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    57ITEM 13.
    
    Certain Relationships and Related Transactions
    
    57ITEM 14.
    
    Principal Accountant Fees and Services
    
    57Part
IVITEM 15.
    
    Exhibits and Financial Statement Schedules
    
    58Signatures
    
    63EXHIBIT 10.1PEXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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PART I
 
 ITEM 1. BUSINESS
 
 (A) Overview of Business
   
    
    The BioArchive System is an automated cryogenic system used in cell therapy to
cryopreserve and archive cord blood stem cells for future transplant. We have sold 135
BioArchive Systems to date to major cord blood banks and stem cell research institutes in
more than 25 countries. During fiscal 2006, we signed a global distribution agreement with
GE Healthcare granting them exclusive rights, initially in North America, Europe, Africa
and the Middle East and Gulf regions, to distribute the BioArchive System and related
disposables.
    
    The AutoXpress (TM) , or AXP, System is our newly developed automated system and
disposable intended for use in cell therapy to isolate and capture stem cells from cord
blood. Our agreement with GE Healthcare also grants them exclusive rights to distribute
the AXP System and disposables. We initiated sales efforts in fiscal 2006.
    
    The CryoSeal (R) Fibrin Sealant, or 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 have completed our pivotal 150 patient U.S. clinical trial and
submitted the pre-market application (PMA). In addition, we have received the CE Mark,
and in Japan our distribution partner, Asahi Medical, filed their PMA equivalent in March
2005. FDA approval is expected in fiscal 2007.
    
    The Thrombin Processing Device (TM), or TPD, is used in wound care 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. We have signed non-exclusive distribution agreements with
Biomet
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Biologics, Inc. (Biomet), Medtronic Inc. (MDT), Asahi Medical and local distributors in
Europe for sales of our TPD.
    
    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 about 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 emphasizing the cell therapy and surgical wound care products market.
 BACKGROUND
 Industry
  Cell Therapy
  Hematopoietic stem cell therapy is used to:
    
    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, immunodeficiency, etc.
  3




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
    
    increased awareness about the availability and benefits of preserving cord blood;
    
    improved technology to harvest the stem cells in a sterile environment and maintain
their viability for many years;
    
    growing endorsement by the medical community;
    
    new applications for cell therapy; and
    
    new governmental legislation.
  Wound Care
     4




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OUR SOLUTION
  Cell Therapy
   Wound Care
   5




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(B) CLINICAL SUMMARY STATUS
  CryoSeal FS System:
 (1)
    
    As of January 3, 2006, the Company announced that the Center for Biologics Evaluation
and Research (CBER) was reviewing the Companys PMA for CryoSeal FS. 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).
 Non-US Clinical StudiesCompleted
 (1)
    
    Bellaria-Maggiore Hospital in Bologna, conducted a study titled, Production and Use of
Fibrin Glue at Blood Transfusion Service of Bellaria-Maggiore Hospital Bologna. The
authors report on a retrospective controlled evaluation of the efficacy and safety of
autologous CryoSeal FS Fibrin Sealant. The thirty (30) patients receiving CryoSeal FS had
a significantly lower number of blood units transfused and were significantly less anemic
at discharge. In addition, the evaluation shows shorter hospital stay in the group
receiving CryoSeal FS.(2)
    
    St. Michaels Hospital, University of Toronto Canada compared the quantity of
additional allogenic blood needed for Coronary Artery Bypass Graft (CABG) procedures in
cases where the CryoSeal FS System was used versus the use of pre-operative autologous
donation (PAD) alone. There were 21 patients included in the study. They found that
using PAD and CryoSeal compared with using PAD only decreased the usage of allogeneic blood
from 2.5 units to 1.25 units/transfused patient.
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(3)
    
    Asahi Medical Ltd. has completed and submitted its PMA resulting from the CryoSeal FS
clinical study in Japan. The study evaluated the hemostatic ability of the CryoSeal Fibrin
Sealant during multiple surgical procedures. There were 72 patients included in the study.
Asahi filed the equivalent of a PMA with the data in March 2005 with the Japanese Ministry
of Health.
 Ongoing
 (4)
    
    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 one-hundred (100) patients and is on-going.(5)
    
    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 study patients (treated with CryoSeal
fibrin sealant) and 40 control patients (no fibrin sealant used). 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.
 
 (C)
    
    CompetitionBlood Processing
 
    
    Cord Blood Banking and Cell TherapyThe competition for the BioArchive System is limited to manufacturers of individual
cryogenic components (dewars, controlled rate freezers, etc.) of conventional systems,
such as Taylor Wharton and MVE.The only competition for the AXP System is the Sepax system from BioSafe.The Company anticipates greater demand for the BioArchive and AXP Systems 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 Market
 
    
    Commercial Fibrin SealantsThe Company is aware of six companies which have developed or are developing commercial
fibrin glues: Angiotech Biomaterials, Baxter, Hemacure, Aventis, Vivolution and Omrix
Pharmaceuticals (Omrix). To date, Angiotech Biomaterials, Baxter, Hemacure, and Omrix
have received FDA approval to market their products in the U.S.The main competitor is Baxter, which markets Tisseel/Tissucol in the U.S., Europe, South
America, Japan and other countries in Asia.Aventis markets Beriplast in Europe and Japan, Beriplast is not available in the U.S.
 7




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
    
    TPDThe only competition for the ThermoGenesis TPD in the U.S. currently available is bovine
thrombin.In Europe, two companies, Medtronic and Biomet offer a thrombin processing device
developed by them, which is integrated in their platelet gel systems. Currently,
Medtronic provides the TPD, which is packaged together with their Magellan kit.Sorin also markets the Activat device, which uses technology similar to the TPD.Zymogenetics is completing clinical trials on a thrombin manufactured through
recombinant technology which may come to market in 2007.
 
 (D) Research and Development
  
 (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 ISO
13485 and FDA Compliant 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, in
their entirety 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. All
processes conform to QSR standards and are either verified or validated to internal protocol to
ensure products meet their specification.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. However, there
are two disposables that we manufacture in house.
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TPD Reagent and BioArchive Overwrap Bag Manufacturing-The manufacturing process for the TPD
Reagent occurs at two different facilities, our facility in Rancho Cordova, California and
at a contract manufacturer. We perform the initial manufacturing processes at our
manufacturing facilities. After filling and sealing the syringes at our facility, the
syringes are shipped to our contract manufacturer where they are sterilized, individually
labeled and packaged. Our Quality Assurance Department determines if the product meets its
manufacturing standards, allowing final product release. All processes associated with the
manufacture of the BioArchive overwrap-bag occur at the Companys manufacturing facility.
   
 (F) Government Regulation
 in vitro
  
    
    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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10




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(G) Patents and Proprietary Rights
   
 (H) Licenses and Distribution Rights
    11




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12




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(I) Employees
  FINANCIAL INFORMATION ON FOREIGN SALES AND OPERATIONS
  WHERE YOU CAN FIND MORE INFORMATION
  
 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.
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We May Not Receive FDA Approval Required to Market our CryoSeal Fibrin Sealant System in the United
States.
 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 Levels.
 Our Lack of Production Experience May Delay Producing Our New Products
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Dependence on Suppliers for Custom Components May Impact the Production Schedule.
 All of our Operations are Conducted at a Single Location. Any Disruption at our Facility could
Delay Revenues or Increase our Expenses.
 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.
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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.
 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.
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We are Dependent on our Suppliers and Manufacturers to Meet Existing Regulations.
 
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  17




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PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS
  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
 Fiscal 2005
    
    High
    
    LowFirst Quarter (Sep. 30)
    
    $
    4.99
    
    
    $
    3.51Second Quarter (Dec. 31)
    
    $
    6.65
    
    
    $
    4.55Third Quarter (Mar. 31)
    
    $
    6.55
    
    
    $
    4.30Fourth Quarter (June 30)
    
    $
    5.19
    
    
    $
    3.07
   Number of securitiesremaining available forfuture issuance underequity compensationNumber of securities to
    
    
    Weighted-average
    
    
    plans (excludingbe issued upon exercise
    
    
    exercise price of
    
    
    securities reflected inof outstanding options,
    
    
    outstanding options,
    
    
    columnwarrants and rights
    
    
    warrants and rights
    
    
    (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
securities holders
    
    
    2,539,321
    
    
    $
    2.72
    
    
    
    602,029Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,539,321
    
    
    $
    2.72
    
    
    
    602,029
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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
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Net revenues
    
    $
    12,048
    
    
    $
    10,177
    
    
    $
    11,646
    
    
    $
    10,187
    
    
    $
    9,549Cost of revenues
    
    
    (7,705
    )
    
    
    (7,089
    )
    
    
    (7,844
    )
    
    
    (7,900
    )
    
    
    (7,558
    )Gross profit
    
    
    4,343
    
    
    
    3,088
    
    
    
    3,802
    
    
    
    2,287
    
    
    
    1,991Selling, general and
administration
    
    
    (7,156
    )
    
    
    (5,837
    )
    
    
    (5,174
    )
    
    
    (5,014
    )
    
    
    (4,843
    )Research and development
    
    
    (4,157
    )
    
    
    (5,673
    )
    
    
    (3,472
    )
    
    
    (2,937
    )
    
    
    (2,283
    )Interest and other income, net
    
    
    828
    
    
    
    202
    
    
    
    67
    
    
    
    61
    
    
    
    97Net loss
    
    ($
    6,142
    )
    
    ($
    8,220
    )
    
    ($
    4,777
    )
    
    ($
    5,603
    )
    
    ($
    5,038
    )Per share data:Basic and diluted net loss per
common share
    
    ($
    0.12
    )
    
    ($
    0.18
    )
    
    ($
    0.11
    )
    
    ($
    0.15
    )
    
    ($
    0.15
    )
 Balance Sheet Data
    
    2006
    
    2005
    
    2004
    
    2003
    
    2002Cash and short term
investments
    
    $
    38,999
    
    
    $
    9,568
    
    
    $
    16,612
    
    
    $
    6,815
    
    
    $
    6,726Working capital
    
    $
    42,342
    
    
    $
    13,085
    
    
    $
    19,798
    
    
    $
    10,365
    
    
    $
    9,631Total assets
    
    $
    47,603
    
    
    $
    17,466
    
    
    $
    24,114
    
    
    $
    12,791
    
    
    $
    12,239Total liabilities
    
    $
    5,631
    
    
    $
    3,435
    
    
    $
    3,146
    
    
    $
    2,217
    
    
    $
    2,046Total stockholders equity
    
    $
    41,972
    
    
    $
    14,031
    
    
    $
    20,968
    
    
    $
    10,574
    
    
    $
    10,193
 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
   19




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(a)
    
    Overview
      20




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Cell Therapy
    Surgical Wound Care
   21




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22




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Critical Accounting Policies
   Stock-Based Compensation:
 Statement of Financial Accounting Standards No
 23




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Revenue Recognition:
  Allowance for Doubtful Accounts:
  Warranty:
  Inventory Reserve:
  24




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Results of Operations
  Results of Operations for the Year Ended June 30, 2006 as Compared to the Year Ended June 30, 2005
 Net Revenues:
   June 302006
    
    2005United States
    
    
    28
    
    
    
    24Asia
    
    
    49
    
    
    
    44Europe
    
    
    33
    
    
    
    26Rest of World
    
    
    25
    
    
    
    20135
    
    
    
    114
 Cost of Revenues:
  Selling, General and Administrative Expenses :
  25




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Research and Development Expenses :
   Results of Operations for the Year Ended June 30, 2005 as Compared to the Year Ended June 30, 2004
 Net Revenues:
  Cost of Revenues:
  Selling, General and Administrative Expenses :
  Research and Development Expenses :
  26




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Liquidity and Capital Resources
      27




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Off Balance Sheet Arrangements
  Contractual Obligations
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    yearsCapital Lease Obligations
    
    $
    33,000
    
    
    $
    11,000
    
    
    $
    22,000
    
    
    
    
    
    
    
    Operating Leases
    
    
    920,000
    
    
    
    399,000
    
    
    
    521,000
    
    
    
    
    
    
    
    Long-Term Note payable
    
    
    12,000
    
    
    
    8,000
    
    
    
    4,000
    
    
    
    
    
    
    
    Total Contractual Cash
Obligations
    
    $
    965,000
    
    
    $
    418,000
    
    
    $
    547,000
    
    
    
    
    
    
    
    
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  28




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageNumberReport of Ernst & Young LLP, Independent Registered Public Accounting Firm
    
    30Balance Sheets at June 30, 2006 and 2005
    
    31Statements of Operations for the years ended June 30, 2006, 2005 and 2004
    
    32Statements of Stockholders Equity for the years ended June 30, 2006, 2005 and 2004
    
    33Statements of Cash Flows for the years ended June 30, 2006, 2005 and 2004
    
    34Notes to Financial Statements
    
    35
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ThermoGenesis Corp.
 
   June 30, 2006
    
    
    June 30, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,527
    
    
    $
    9,568Short-term investments
    
    
    35,472
    
    
    
    Accounts receivable, net of allowance for
doubtful accounts of $17 ($41 at June 30, 2005)
    
    
    3,773
    
    
    
    2,917Inventories
    
    
    2,792
    
    
    
    3,280Other current assets
    
    
    462
    
    
    
    469Total current assets
    
    
    46,026
    
    
    
    16,234Equipment at cost less accumulated depreciation of $3,024
$(2,671 at June 30, 2005)
    
    
    1,489
    
    
    
    1,184Other assets
    
    
    88
    
    
    
    48$
    47,603
    
    
    $
    17,466LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,931
    
    
    $
    1,791Accrued payroll and related expenses
    
    
    417
    
    
    
    343Deferred revenue
    
    
    718
    
    
    
    275Other current liabilities
    
    
    618
    
    
    
    740Total current liabilities
    
    
    3,684
    
    
    
    3,149Deferred revenue
    
    
    1,921
    
    
    
    241Long-term portion of capital lease obligations and note payable
    
    
    26
    
    
    
    45Commitments 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, 2006 or 2005
    
    
    
    
    
    
    Common stock, $0.001 par value; 80,000,000 shares
authorized; 54,882,952 issued and outstanding
(45,860,237 at June 30, 2005)
    
    
    55
    
    
    
    46Paid in capital in excess of par
    
    
    115,769
    
    
    
    81,752Deferred stock compensation
    
    
    
    
    
    
    (57
    )Accumulated deficit
    
    
    (73,852
    )
    
    
    (67,710
    )Total stockholders equity
    
    
    41,972
    
    
    
    14,031$
    47,603
    
    
    $
    17,466
  31




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ThermoGenesis Corp.
 
 Statements of Operations
  Years ended June 302006
    
    
    2005
    
    
    2004Revenues:Product and other revenues
    
    $
    11,777
    
    
    $
    9,667
    
    
    $
    10,459Service revenues
    
    
    271
    
    
    
    510
    
    
    
    1,187Net revenues
    
    
    12,048
    
    
    
    10,177
    
    
    
    11,646Cost of revenues:Cost of product and other revenues
    
    
    7,478
    
    
    
    6,576
    
    
    
    7,112Cost of service revenues
    
    
    227
    
    
    
    513
    
    
    
    732Total costs of revenues
    
    
    7,705
    
    
    
    7,089
    
    
    
    7,844Gross profit
    
    
    4,343
    
    
    
    3,088
    
    
    
    3,802Expenses:Selling, general and administrative
    
    
    7,156
    
    
    
    5,837
    
    
    
    5,174Research and development
    
    
    4,157
    
    
    
    5,673
    
    
    
    3,472Total expenses
    
    
    11,313
    
    
    
    11,510
    
    
    
    8,646Loss before interest and other income, net
    
    
    (6,970
    )
    
    
    (8,422
    )
    
    
    (4,844
    )Interest and other income, net
    
    
    828
    
    
    
    202
    
    
    
    67Net loss
    
    ($
    6,142
    )
    
    ($
    8,220
    )
    
    ($
    4,777
    )Per share data:Basic and diluted net loss per common share
    
    ($
    0.12
    )
    
    ($
    0.18
    )
    
    ($
    0.11
    )Shares used in computing per share data
    
    
    49,583,823
    
    
    
    45,427,047
    
    
    
    41,779,818
  32




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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, 2003
    
    
    39,396,594
    
    
    $
    39
    
    
    $
    65,248
    
    
    
    
    
    
    
    ($54,713
    )
    
    $
    10,574Issuance of common
shares in private placement
    
    
    2,660,000
    
    
    
    3
    
    
    
    9,830
    
    
    
    
    
    
    
    
    
    
    
    9,833Issuance of shares for
exercise of options and warrants
    
    
    2,493,777
    
    
    
    3
    
    
    
    5,325
    
    
    
    
    
    
    
    
    
    
    
    5,328Issuance of common shares
for services
    
    
    1,500
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    10Issuance of common shares upon
conversion of Series A preferred
stock
    
    
    160,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,777
    )
    
    
    (4,777
    )Balance 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
    )
    
    $
    41,972
  33




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##### Table of Contents



ThermoGenesis Corp.
 
 Statements of Cash Flows
  Years ended June 302006
    
    
    2005
    
    
    2004Cash flows from operating activities:Net loss
    
    
    ($6,142
    )
    
    
    ($8,220
    )
    
    
    ($4,777
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    398
    
    
    
    367
    
    
    
    302Stock based compensation expense
    
    
    1,113
    
    
    
    86
    
    
    
    20Amortization of premium on short-term
investments
    
    
    (280
    )
    
    
    
    
    
    
    Issuance of common shares for services
    
    
    46
    
    
    
    61
    
    
    
    10Loss on sale/retirement of equipment
    
    
    
    
    
    
    7
    
    
    
    7Net changes in operating assets and liabilities:Accounts receivable
    
    
    (856
    )
    
    
    190
    
    
    
    (1,093
    )Inventories
    
    
    336
    
    
    
    (970
    )
    
    
    16Other current assets
    
    
    87
    
    
    
    357
    
    
    
    88Other assets
    
    
    
    
    
    
    (1
    )
    
    
    3Accounts payable
    
    
    140
    
    
    
    82
    
    
    
    544Accrued payroll and related expenses
    
    
    74
    
    
    
    56
    
    
    
    52Deferred revenue
    
    
    2,123
    
    
    
    222
    
    
    
    (90
    )Other current liabilities
    
    
    (37
    )
    
    
    (168
    )
    
    
    440Net cash used in operating activities
    
    
    (2,998
    )
    
    
    (7,931
    )
    
    
    (4,478
    )Cash flows from investing activities:Purchase of short-term investments
    
    
    (35,192
    )
    
    
    
    
    
    
    Capital expenditures
    
    
    (565
    )
    
    
    (232
    )
    
    
    (849
    )Proceeds from sale of equipment
    
    
    
    
    
    
    21
    
    
    
    Net cash used in investing activities
    
    
    (35,757
    )
    
    
    (211
    )
    
    
    (849
    )Cash flows from financing activities:Exercise of stock options and warrants
    
    
    586
    
    
    
    1,136
    
    
    
    5,308Payments on capital lease obligations and note
payable
    
    
    (210
    )
    
    
    (38
    )
    
    
    (17
    )Issuance of common stock
    
    
    32,338
    
    
    
    
    
    
    
    9,833Net cash provided by financing activities
    
    
    32,714
    
    
    
    1,098
    
    
    
    15,124Net increase (decrease) in cash and cash equivalents
    
    
    (6,041
    )
    
    
    (7,044
    )
    
    
    9,797Cash and cash equivalents at beginning of year
    
    
    9,568
    
    
    
    16,612
    
    
    
    6,815Cash and cash equivalents at end of year
    
    $
    3,527
    
    
    $
    9,568
    
    
    $
    16,612Supplemental cash flow information:Cash paid during the year for interest
    
    $
    19
    
    
    $
    7
    
    
    $
    15Supplemental non-cash financing and investing
information:Surrender of stock to exercise options
    
    
    
    
    
    
    
    
    
    $
    656Equipment acquired by note payable/capital lease
    
    $
    106
    
    
    $
    41
    
    
    
    Transfer of inventories to equipment
    
    $
    94
    
    
    $
    160
    
    
    $
    164Insurance premium financed by note payable
    
    
    
    
    
    $
    94
    
    
    
    Transfer of equipment to inventories
    
    $
    62
    
    
    
    
    
    
    
    
  34




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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
  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)
 Revenue Recognition (Continued)
  Cash, Cash Equivalents and Short Term Investments
   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)
 Fair Value of Financial Instruments
  Accounts Receivable and Allowance for Doubtful Accounts
  Inventories
  Suppliers
  Equipment
  37




---



##### 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)
 Warranty
  Stock Based Compensation
     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)
       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)
 Stock Based Compensation (Continued)
 2005
    
    
    2004Net loss, as reported
    
    ($
    8,220
    )
    
    ($
    4,777
    )Add: stock-based employee
compensation expense
included in reported net loss,
net of related tax effects
    
    
    107
    
    
    
    Deduct: total stock-based
employee compensation
expense determined
under fair value method for
all awards, net of related tax
effects
    
    
    (1,084
    )
    
    
    (538
    )Pro forma net loss
    
    ($
    9,197
    )
    
    ($
    5,315
    )Basic and diluted net loss per
shareAs reported
    
    ($
    0.18
    )
    
    ($
    0.11
    )Pro forma
    
    ($
    0.20
    )
    
    ($
    0.13
    )
  2006
    
    2005
    
    2004Average expected
life (years)
    
    
    3.8
    
    
    
    6.2
    
    
    
    4.2Risk-free interest rate
    
    
    4.6
    %
    
    
    3.8
    %
    
    
    3.2
    %Expected volatility
    
    
    62
    %
    
    
    85
    %
    
    
    88
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  Credit Risk
  40




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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)
 Segment Reporting
  Income Taxes
  Net Loss per Share
  New Accounting Pronouncements
   41




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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, 2006U.S. government and
agency securities
    
    $
    35,472
    
    
    
    
    
    
    $
    38
    
    
    $
    35,434
  Amortized Cost
    
    
    Estimated Fair ValueMaturity Date:Less than 90 days
    
    $
    11,883
    
    
    $
    11,874Due in 91-365 days
    
    
    23,589
    
    
    
    23,560$
    35,472
    
    
    $
    35,434
 3. Inventories
  2006
    
    
    2005Raw materials
    
    $
    1,603
    
    
    $
    1,433Work in process
    
    
    1,433
    
    
    
    1,723Finished goods
    
    
    530
    
    
    
    756Reserve
    
    
    (774
    )
    
    
    (632
    )$
    2,792
    
    
    $
    3,280
  42




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 4. Equipment
  2006
    
    
    2005
    
    
    Estimated Useful LifeMachinery and equipment
    
    $
    2,511
    
    
    $
    2,088
    
    
    5-10 years or lease termComputer and software
    
    
    1,298
    
    
    
    1,113
    
    
    2-5 yearsOffice equipment
    
    
    505
    
    
    
    470
    
    
    5-10 yearsLeasehold improvements
    
    
    199
    
    
    
    184
    
    
    5 years or lease term4,513
    
    
    
    3,855Less accumulated depreciation and
amortization
    
    
    (3,024
    )
    
    
    (2,671
    )$
    1,489
    
    
    $
    1,184
 5. Other Current Liabilities
  2006
    
    
    2005Accrued warranty reserves
    
    $
    74
    
    
    $
    103Accrued professional fees
    
    
    213
    
    
    
    120Other prepayments
    
    
    124
    
    
    
    250Accrued commissions
    
    
    67
    
    
    
    45Deferred rent
    
    
    74
    
    
    
    80Other accrued liabilities
    
    
    66
    
    
    
    142$
    618
    
    
    $
    740
 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
 Operating Leases
  2007
    
    $
    3992008
    
    
    4162009
    
    
    1052010
    
    
    2011
    
    
    Thereafter
    
    
    Total
    
    $
    920
  Capital Leases
  2006
    
    
    2005Cost
    
    $
    42
    
    
    $
    42Less: accumulated amortization
    
    
    10
    
    
    
    Net assets under capital leases
    
    $
    32
    
    
    $
    42
   2007
    
    $
    112008
    
    
    112009
    
    
    11Total minimum lease payments
    
    
    33Less: amount representing interest
    
    
    1Present value of minimum lease payments
    
    
    32Less: current portion
    
    
    10Long term portion
    
    $
    22
 44




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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 30,2006
    
    
    2005Beginning balance
    
    $
    103
    
    
    $
    281Warranties issued during the period
    
    
    128
    
    
    
    167Settlements made during the period
    
    
    (82
    )
    
    
    (281
    )Changes in liability for pre-existing
warranties during the period, including
expirations
    
    
    (75
    )
    
    
    (64
    )Ending balance
    
    $
    74
    
    
    $
    103
 7. Stockholders Equity
 Common Stock
  45




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Common Stock (Continued)
     Warrants
        46




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Warrants (Continued)
  Weighted-AverageExercise PriceNumber of Shares
    
    Per ShareBalance at June 30, 2003
    
    
    4,001,710
    
    
    $
    3.02Warrants granted
    
    
    
    
    
    
    Warrants canceled
    
    
    (1,345,801
    )
    
    $
    3.66Warrants exercised
    
    
    (1,704,714
    )
    
    $
    2.62Outstanding and exercisable 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
    
    
    $
    3.07
 Stock Options
   47




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Stock Options (Continued)
  Stock Compensation Expense
    Weighted-Weighted-
    
    AverageAverage
    
    Remaining
    
    AggregateNumber of
    
    Exercise
    
    Contractual
    
    IntrinsicShares
    
    Price
    
    Life
    
    ValueOutstanding at June 30, 2005
    
    
    2,344,327
    
    
    $
    2.56Granted
    
    
    298,097
    
    
    $
    4.44Forfeited or Expired
    
    
    (71,698
    )
    
    $
    4.51Exercised
    
    
    (31,405
    )
    
    $
    3.07Outstanding at June 30, 2006
    
    
    2,539,321
    
    
    $
    2.72
    
    
    
    3.34
    
    
    $
    3,737Vested and Expected to Vest at June
30, 2006
    
    
    2,498,545
    
    
    $
    2.71
    
    
    
    3.33
    
    
    $
    3,706Exercisable at June 30, 2006
    
    
    1,723,004
    
    
    $
    2.32
    
    
    
    2.90
    
    
    $
    3,180
 48




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Stock Compensation Expense (Continued)
   Weighted-
    
    Weighted-Range of
    
    
    
    
    
    Average
    
    Average
    
    
    
    
    
    Weighted-Exercise
    
    Number
    
    Remaining
    
    Exercise
    
    Number
    
    AveragePrices
    
    Outstanding
    
    Contractual Life
    
    Price
    
    Exercisable
    
    Exercise Price$1.125-$1.60
    
    
    400,000
    
    
    
    1.36
    
    
    $
    1.42
    
    
    
    400,000
    
    
    $
    1.42$1.81-$2.34
    
    
    1,176,000
    
    
    
    2.93
    
    
    $
    2.11
    
    
    
    976,000
    
    
    $
    2.11$3.15-$4.70
    
    
    800,321
    
    
    
    4.67
    
    
    $
    3.78
    
    
    
    269,004
    
    
    $
    3.64$4.78-$5.88
    
    
    163,000
    
    
    
    4.69
    
    
    $
    5.05
    
    
    
    78,000
    
    
    $
    5.09Total
    
    
    2,539,321
    
    
    
    3.34
    
    
    $
    2.72
    
    
    
    1,723,004
    
    
    $
    2.32
 Common Stock Restricted Awards
  Number of
    
    Grant DateShares
    
    Fair ValueOutstanding at June 30, 2005
    
    
    29,000
    
    
    $
    104Granted
    
    
    
    
    
    
    Vested
    
    
    (14,000
    )
    
    
    (50
    )Forfeited
    
    
    (4,000
    )
    
    
    (14
    )Outstanding at June 30, 2006
    
    
    11,000
    
    
    $
    40
 49




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Series A Convertible Preferred Stock
      8. Major Customers and Foreign Sales
  50




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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)
      2006
    
    
    2005
    
    
    2004Europe
    
    $
    3,046
    
    
    $
    1,708
    
    
    $
    3,195Asia
    
    
    2,703
    
    
    
    3,016
    
    
    
    4,521South America
    
    
    1,394
    
    
    
    1,394
    
    
    
    655Other
    
    
    273
    
    
    
    692
    
    
    
    224$
    7,416
    
    
    $
    6,810
    
    
    $
    8,595
 51




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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
  2006
    
    
    2005
    
    
    2004Statutory federal income tax benefit
    
    ($
    2,117
    )
    
    ($
    2,795
    )
    
    ($
    1,624
    )Net operating loss with no tax benefit
    
    
    2,117
    
    
    
    2,795
    
    
    
    1,624Total federal income tax
    
    $
    
    
    
    $
    
    
    
    $
    
    June 30, 2006
    
    
    June 30, 2005Deferred tax assets:Net operating loss carry-forwards
    
    $
    22,193
    
    
    $
    21,574Income tax credits
    
    
    1,085
    
    
    
    754Deferred revenue
    
    
    1,055
    
    
    
    206Capitalized research costs
    
    
    486
    
    
    
    538Other
    
    
    1,011
    
    
    
    566Total deferred taxes
    
    
    25,830
    
    
    
    23,638Valuation allowance
    
    
    (25,830
    )
    
    
    (23,638
    )Net deferred taxes
    
    $
    
    
    
    $
    
   52




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 10. Employee Retirement Plan
  11. Unaudited Quarterly Financial Data
  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 Margin
    
    $
    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
 53




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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 (Continued)
 First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,30, 2004
    
    
    2004
    
    
    2005
    
    
    2005Net revenues
    
    $
    2,397
    
    
    $
    2,954
    
    
    $
    1,727
    
    
    $
    3,099Gross Margin
    
    
    780
    
    
    
    950
    
    
    
    454
    
    
    
    904Net loss
    
    ($
    1,879
    )
    
    ($
    1,841
    )
    
    ($
    2,117
    )
    
    ($
    2,383
    )Per share data:Basic and diluted net loss per common
share
    
    ($
    0.04
    )
    
    ($
    0.04
    )
    
    ($
    0.05
    )
    
    ($
    0.05
    )Shares used in computing per share data
    
    
    44,923,844
    
    
    
    45,100,050
    
    
    
    45,824,946
    
    
    
    45,859,348
 12. Unaudited Subsequent Event
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 None.
 
 ITEM 9A. CONTROLS AND PROCEDURES
  54




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework
   55




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56




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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
  57




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##### Table of Contents



PART
IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Page Number(a)(1) Financial StatementsReport of Ernst & Young LLP, Independent Registered Public Accounting Firm
    
    30Balance Sheets at June 30, 2006 and 2005
    
    31Statements of Operations for the years ended June 30, 2006, 2005 and 2004
    
    32Statements of Stockholders Equity for the years ended June 30, 2006, 2005 and 2004
    
    33Statements of Cash Flows for the years ended June 30, 2006, 2005 and 2004
    
    34Notes to Financial Statements
    
    35
  Schedule II, Valuation and Qualifying Accounts
    
    64
  
 (b) Exhibits
  58




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##### Table of Contents



Exhibit Description
 3.1
    
    (a) Amended and Restated Certificate of Incorporation (1)(b) Revised Bylaws (2)4.1
    
    Warrant (form) (3)10.1
    
    (a) License Agreement between Stryker Corp. and ThermoGenesis Corp. (4)(b) Executive Development and Distribution Agreement between ThermoGenesis Corp.
and Daido Hoxan Inc. (5)(c) License Agreement with Pall/Medsep Corporation (6)(d) Distribution Agreement with Dideco S.p.A. (7)(e) Employment Agreement for Philip H. Coelho (8)(f) Employment Agreement for Kevin Simpson (9)(g) Employment Agreement for Matthew Plavan (10)(h) Securities Purchase Agreement dated March 10, 2004 (form) (11)(i) Amended 2002 Independent Directors Equity Incentive Plan (12)(j) Distribution and License Agreement with Asahi Kasei Medical Co., Ltd. (13)(k) Supply Agreement with Cell Factors Technology, Inc. (14)(l) International Distribution Agreement with Amersham Biosciences AB (15)(m) OEM Supply Agreement with Medtronic, Inc. (16)(n) Employment Agreement with Dennis Marr (17)(o) Product Development and Supply Agreement with Biomet Biologics (18)(p) Employment Agreement with John Chapman14
    
    Amended and Restated Code of Ethics (19)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 Certifications
  Footnotes 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 April 5, 2002.(4)
    
    Incorporated by reference to Form 8-K dated September 27, 1995.(5)
    
    Incorporated by reference to Form 8-K dated March 27, 1997.(6)
    
    Incorporated by reference to Form 8-K dated March 27, 1997.(7)
    
    Incorporated by reference to Form 8-K for February 26, 1998.(8)
    
    Incorporated by reference to Form 10-K for the year ended June 30, 2002.(9)
    
    Incorporated by reference to Form 10-Q for quarter ended December 31, 2002.(10)
    
    Incorporated by reference from Form 8-K dated May 5, 2005.(11)
    
    Incorporated by reference to Form 8-K dated March 10, 2004.(12)
    
    Incorporated by reference to Form 8-K dated December 15, 2004.(13)
    
    Incorporated by reference to Form 8-K dated March 28, 2005.(14)
    
    Incorporated by reference to Form 8-K dated March 29, 2005. 59




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##### Table of Contents



(15)
    
    Incorporated by reference from Form 8-K dated October 13, 2005.(16)
    
    Incorporated by reference from Form 8-K dated November 4, 2005.(17)
    
    Incorporated by reference from Form 8-K dated January 17, 2006.(18)
    
    Incorporated by reference from Form 8-K dated August 3, 2006.(19)
    
    Incorporated by reference to ThermoGenesis proxy statement for the Annual Meeting held onOctober 28, 2005. 60




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##### Table of Contents



GLOSSARY OF CERTAIN TECHNICAL TERMS
            61




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##### Table of Contents



ThermoGenesis Corp.Date: September 5, 2006
    By:
    /s/ PHILIP H. COELHOPhilip H. Coelho, Chairman & CEO  By:
    
    /s/ PHILIP H. COELHO
    
    
    

Date:      September 5,
2006Philip H. Coelho, Chief ExecutiveOfficer and Chairman of the Board(Principal Executive Officer)By:
    
    /s/ MATTHEW T. PLAVAN
    
    
    
    Dated:    September 5,
2006Matthew T. Plavan, Chief Financial Officer(Principal Financial and Accounting Officer)By:
    
    /s/ KEVIN M. SIMPSON
    
    
    
    Dated:    September 5,
2006Kevin M. Simpson, President/COOand DirectorBy:
    
    /s/ GEORGE BARRY
    
    
    
    Dated:    September 5,
2006George Barry, DirectorBy:
    
    /s/ HUBERT HUCKEL
    
    
    
    Dated:    September 5,
2006Hubert Huckel, DirectorBy:
    
    /s/ PATRICK MCENANY
    
    
    
    Dated:    September 5,
2006Patrick McEnany, DirectorBy:
    
    /s/ WOODROW A. MYERS
    
    
    
    Dated:    September 5,
2006Woodrow Myers, Director
 63




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##### Table of Contents



ThermoGenesis Corp
 Balance at
    
    Charged to
    
    Charged to
    
    
    
    
    
    Balance atbeginning
    
    costs and
    
    other
    
    
    
    
    
    end ofDescription
    
    of period
    
    expenses
    
    accounts
    
    Deductions
    
    periodFor 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
    
    
    $
    632For the year ended June 30, 2004Allowance for doubtful accounts:
    
    $
    80
    
    
    
    
    
    
    
    
    
    
    $
    19
    
    
    $
    61Reserve for slow moving,
obsolete or unusable inventory:
    
    $
    392
    
    
    $
    190
    
    
    
    
    
    
    $
    80
    
    
    $
    502
 64