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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, 2008
 Commission File Number: 333-82900
 ThermoGenesis Corp.
  Delaware
    
    94-3018487(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 2711 Citrus Road  Rancho Cordova, California 95742
 (916) 858-5100
  o þ
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 þ o
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  Large accelerated filer o
    
    Accelerated filer
þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
 Page NumberPart IITEM 1. Business
    
    
    2ITEM 1A. Risk Factors
    
    
    11ITEM 1B. Unresolved Staff Comments
    
    
    15ITEM 2. Properties
    
    
    15ITEM 3. Legal Proceedings
    
    
    15ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    15Part IIITEM 5. Market for the Registrants Common Stock and Related Stockholder Matters
    
    
    16ITEM 6. Selected Financial Data
    
    
    17ITEM 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    17(a) Overview
    
    
    18(b) Results of Operations
    
    
    21(c) Liquidity and Capital Resources
    
    
    24ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    25ITEM 8. Financial Statements and Supplementary Data
    
    
    26ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
    
    
    51ITEM 9A. Controls and Procedures
    
    
    51ITEM 9B. Other Information
    
    
    51Part IIIITEM 10. Directors and Executive Officers of the Registrant
    
    
    52ITEM 11. Executive Compensation
    
    
    52ITEM 12. Security Ownership of Certain Beneficial Owners and Management
    
    
    52ITEM 13. Certain Relationships and Related Transactions
    
    
    52ITEM 14. Principal Accountant Fees and Services
    
    
    52Part IVITEM 15. Exhibits and Financial Statement Schedules
    
    
    53Signatures
    
    
    56EXHIBIT 10.1(f)EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
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PART I
 
 ITEM 1. BUSINESS
 Overview of Business
    
    
    Storage Products used by public and family cord blood banks for long-term storage;
    
    Cell Processing Products currently used by public and family cord blood banks to
process umbilical cord blood stem cells to treat blood disorders and intended future use by
research centers, hospitals, clinics and physicians to treat ischemia, orthopedic injury,
diabetes, neurological disease, etc. with processed bone marrow or adipose tissue stem
cells;
    
    Wound Care Products used by blood banks, blood centers and hospitals to treat acute
and chronic dermal and surgical wounds with autologous and homologous whole blood;
 Stem Cells
   Stem Cell Therapy
  2




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
    
    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;
    
    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.
  Our Products and Services
 
    
    The BioArchive®Systemis an automated cryogenic system used in stem cell
therapy to cryopreserve and archive stem cells and tissue for future transplant and
treatment. The BioArchive System, which can store up to 3,626 units of stem cells, is the
only fully automated system that integrates controlled rate freezing, quarantine and long
term cryogenic storage. The robotic storage and retrieval of these stem cell units
improves cell viability, provides precise inventory management and minimizes the
possibility of human error. We have sold more than 180 BioArchive Systems to date to
private and public cord blood banks and stem cell research institutes in more than 25
countries. The BioArchive System serves the human stem cell storage and veterinary
markets.
    
    The AutoXpress Platform or AXPsets the standard for isolating and retrieving stem
cells from umbilical cord blood. Its an automated, closed, sterile system that volume
reduces cord blood to a user defined volume in 30 minutes, retaining over 97% of the
mononuclear cells. Self-powered and microprocessor-controlled, the AXP contains flow
control optical sensors which achieve precise separation. The AXP provides stem cell
laboratories with a reproducible and good manufacturing practices (GMP) compliant
solution to more successfully isolate and capture stem cells with lower labor costs and
reduced risk of contamination.The AXP has been commercially available since March 2006, marketed under a Master File with
the FDA. In October 2007, the Company received 510(k) clearance from the FDA for the use of
the AXP in the processing of cord blood for cryopreservation. The AXP serves the cell
processing market.
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
    
    The MarrowXpress or MXP,an extension of the AXP, defines a new processing standard for
isolating and retrieving stem cells from bone marrow aspirate. It is an automated, closed,
sterile system that volume-reduces blood from these sources to a user-defined volume in 30
minutes, while retaining over 90% of the mononuclear cells. Self-powered and
microprocessor-controlled, the MarrowXpress Platform contains flow control optical sensors
which achieve precise separation. In June 2008, we received the CE Mark, enabling commercial sales in Europe.  In July 2008, we received authorization from the FDA to
begin marketing the MXP for use in the clinical laboratory or intraoperatively at the
point-of-care for preparation of a cell concentrate from bone marrow. The MXP serves the
human stem cell processing.
    
    The CryoSeal®Fibrin Sealant (FS) Systemis 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 approval to market the CryoSeal FS
System in liver resection surgeries in July 2007. The CryoSeal serves the wound care
market.
    
    Our Vantussubsidiary intends to offer services that process and cryogenically store
equine stem cells from cell rich sources including cord blood collected during foaling, and
bone marrow from yearlings and adults. The stem cells will be used in therapeutic
treatment of orthopedic injuries in the performance equine market including Thoroughbreds,
American Quarter Horses, and Arabians. Vantus will be selling a version of the MXP,
VantusXpress (VXP) that will process fluids such as cord blood and bone marrow.
Revenues of Vantus services will be contingent upon the Company successfully overcoming or mitigating
the technical and business risks associated with this new venture.
 Backlog
  Competition
     Research and Development
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Manufacturing
  Instrument Manufacturing-
 Disposables Manufacturing-
  5




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Government Regulation
   
    
    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.
 n vitro in vivo
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7




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Patents and Proprietary Rights
  8




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Licenses and Distribution Rights
     9




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Employees
  10




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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 have Limited Experience in the Veterinary Market, which may Negatively Affect our Ability to
Develop Effective Therapies and Generate Sufficient Revenues.
 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
 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.
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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 AXP Products.
 Financial and Market Risks
 We Have Incurred Net Losses since Our Inception and Expect Losses to Continue.
 Failure to Retain or Hire Key Personnel May Adversely Affect Our Ability to Sustain or Grow Our
Business.
 Product Liability and Uninsured Risks May Adversely Affect the Continuing Operations
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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 Consolidated 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. .
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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
  
 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 2008
    
    High
    
    LowFirst Quarter (Sep. 30)
    
    $
    2.67
    
    
    $
    2.10Second Quarter (Dec. 31)
    
    $
    2.59
    
    
    $
    1.58Third Quarter (Mar. 31)
    
    $
    2.04
    
    
    $
    1.35Fourth Quarter (June 30)
    
    $
    1.70
    
    
    $
    1.29
 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
   COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
 *
    
    $100 invested on 6/30/03 in stock & index-including reinvestment of dividends.
Fiscal year ending June 30. 6/03
    
    
    
6/04
    
    
    
6/05
    
    
    
6/06
    
    
    
6/07
    
    
    
6/08ThermoGenesis Corp.
    
    
    100.00
    
    
    
    165.38
    
    
    
    152.10
    
    
    
    144.06
    
    
    
    96.50
    
    
    
    48.95NASDAQ Composite
    
    
    100.00
    
    
    
    129.09
    
    
    
    127.97
    
    
    
    136.00
    
    
    
    164.15
    
    
    
    142.67Peer Group
    
    
    100.00
    
    
    
    126.07
    
    
    
    110.11
    
    
    
    114.52
    
    
    
    142.86
    
    
    
    128.83
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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
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Net revenues
    
    $
    21,946
    
    
    $
    16,751
    
    
    $
    12,048
    
    
    $
    10,177
    
    
    $
    11,646Cost of revenues
    
    
    (14,976
    )
    
    
    (11,554
    )
    
    
    (7,705
    )
    
    
    (7,089
    )
    
    
    (7,844
    )Gross profit
    
    
    6,970
    
    
    
    5,197
    
    
    
    4,343
    
    
    
    3,088
    
    
    
    3,802Selling, general and
administration
    
    
    (10,165
    )
    
    
    (9,630
    )
    
    
    (7,156
    )
    
    
    (5,837
    )
    
    
    (5,174
    )Research and development
    
    
    (7,172
    )
    
    
    (4,108
    )
    
    
    (4,157
    )
    
    
    (5,673
    )
    
    
    (3,472
    )Interest and other income, net
    
    
    1,186
    
    
    
    1,765
    
    
    
    828
    
    
    
    202
    
    
    
    67Net loss
    
    $
    (9,181
    )
    
    $
    (6,776
    )
    
    $
    (6,142
    )
    
    $
    (8,220
    )
    
    $
    (4,777
    )Per share data:Basic and diluted net loss per
common share
    
    $
    (0.16
    )
    
    $
    (0.12
    )
    
    $
    (0.12
    )
    
    $
    (0.18
    )
    
    $
    (0.11
    )Balance Sheet Data
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Cash, cash equivalents
and short
term investments
    
    $
    25,287
    
    
    $
    33,379
    
    
    $
    38,999
    
    
    $
    9,568
    
    
    $
    16,612Working capital
    
    $
    29,986
    
    
    $
    37,759
    
    
    $
    42,342
    
    
    $
    13,085
    
    
    $
    19,798Total assets
    
    $
    38,282
    
    
    $
    43,790
    
    
    $
    47,603
    
    
    $
    17,466
    
    
    $
    24,114Total liabilities
    
    $
    7,757
    
    
    $
    5,978
    
    
    $
    5,631
    
    
    $
    3,435
    
    
    $
    3,146Total stockholders equity
    
    $
    30,525
    
    
    $
    37,812
    
    
    $
    41,972
    
    
    $
    14,031
    
    
    $
    20,968
 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  17




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(a) Overview
   Our Products
      18




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Critical Accounting Policies
   Stock-Based Compensation:
 Statement of Financial Accounting Standards No
 Revenue Recognition:
 Revenue Recognition Revenue Agreements with Multiple Deliverable
  19




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Allowance for Doubtful Accounts:
  Warranty:
  20




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Inventory Reserve:
  
 (b) Results of Operations
  Results of Operations for the Year Ended June 30, 2008 as Compared to the Year Ended June 30, 2007
 Net Revenues:
   June 302008
    
    2007Asia
    
    
    58
    
    
    
    56United States
    
    
    46
    
    
    
    33Europe
    
    
    47
    
    
    
    40Rest of World
    
    
    30
    
    
    
    26181
    
    
    
    155
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June 302008
    
    
    2007AXP
    
    $
    6,828,000
    
    
    $
    2,557,000BioArchive
    
    
    3,757,000
    
    
    
    3,290,000TPD
    
    
    257,000
    
    
    
    493,000CryoSeal
    
    
    886,000
    
    
    
    365,000$
    11,728,000
    
    
    $
    6,705,000Percentage of total
Company revenues
    
    
    53
    %
    
    
    40
    %
 Gross Profit:
  Selling, General and Administrative Expenses:
  Research and Development Expenses:
   Results of Operations for the Year Ended June 30, 2007 as Compared to the Year Ended June 30, 2006
 Net Revenues:
  22




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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
    %
  Gross Profit:
  Selling, General and Administrative Expenses:
  23




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Research and Development Expenses:
   
 (c) Liquidity and Capital Resources
      24




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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
    
    $
    25,000
    
    
    $
    16,000
    
    
    $
    9,000
    
    
    
    
    
    
    
    Operating Leases
    
    
    2,205,000
    
    
    
    582,000
    
    
    
    1,310,000
    
    
    $
    313,000
    
    
    
    Total Contractual Cash
Obligations
    
    $
    2,230,000
    
    
    $
    598,000
    
    
    $
    1,319,000
    
    
    $
    313,000
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  25




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageNumberManagements Report on Internal Control over Financial Reporting
    
    27Reports of Independent Registered Public Accounting Firm
    
    28Consolidated Balance Sheets at June 30, 2008 and 2007
    
    30Consolidated Statements of Operations for the years ended June
30, 2008, 2007 and 2006
    
    31Consolidated Statements of Stockholders Equity for the years
ended June 30, 2008, 2007 and 2006
    
    32Consolidated Statements of Cash Flows for the years ended June
30, 2008, 2007 and 2006
    
    33Notes to Consolidated Financial Statements
    
    34
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Managements Report on Internal Control over Financial Reporting
 Internal Control  Integrated Framework
   27




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Report of Independent Registered Public Accounting Firm
         
 28




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Report of Independent Registered Public Accounting Firm
       
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ThermoGenesis Corp.
 
 Consolidated Balance Sheets
  June 30, 2008
    
    
    June 30, 2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,384
    
    
    $
    5,730Short-term investments
    
    
    20,903
    
    
    
    27,649Accounts receivable, net of allowance for
doubtful accounts of $31 ($50 at June 30, 2007)
    
    
    5,976
    
    
    
    3,226Inventories
    
    
    5,131
    
    
    
    5,046Other current assets
    
    
    367
    
    
    
    415Total current assets
    
    
    36,761
    
    
    
    42,066Equipment at cost less accumulated depreciation of $2,950
($2,605 at June 30, 2007)
    
    
    1,450
    
    
    
    1,602Other assets
    
    
    71
    
    
    
    122$
    38,282
    
    
    $
    43,790LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,186
    
    
    $
    2,074Accrued payroll and related expenses
    
    
    564
    
    
    
    525Deferred revenue
    
    
    801
    
    
    
    761Other current liabilities
    
    
    1,224
    
    
    
    947Total current liabilities
    
    
    6,775
    
    
    
    4,307Deferred revenue
    
    
    974
    
    
    
    1,647Long-term portion of capital lease obligations
    
    
    8
    
    
    
    24Commitments 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, 2008 or 2007
    
    
    
    
    
    
    Common stock, $0.001 par value; 80,000,000 shares
authorized; 56,027,960 issued and outstanding
(55,500,524 at June 30, 2007)
    
    
    56
    
    
    
    56Paid in capital in excess of par
    
    
    120,278
    
    
    
    118,384Accumulated deficit
    
    
    (89,809
    )
    
    
    (80,628
    )Total stockholders equity
    
    
    30,525
    
    
    
    37,812$
    38,282
    
    
    $
    43,790
  30




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ThermoGenesis Corp.
 
 Consolidated Statements of Operations
  Years ended June 302008
    
    
    2007
    
    
    2006Revenues:Product and other revenues
    
    $
    21,080
    
    
    $
    15,093
    
    
    $
    11,488Milestone payments and license fees
    
    
    866
    
    
    
    1,658
    
    
    
    560Net revenues
    
    
    21,946
    
    
    
    16,751
    
    
    
    12,048Cost of revenues:Cost of product and other revenues
    
    
    14,884
    
    
    
    11,294
    
    
    
    7,705Cost of milestone payments and license fees
    
    
    92
    
    
    
    260
    
    
    
    Total costs of revenues
    
    
    14,976
    
    
    
    11,554
    
    
    
    7,705Gross profit
    
    
    6,970
    
    
    
    5,197
    
    
    
    4,343Expenses:Selling, general and administrative
    
    
    10,165
    
    
    
    9,630
    
    
    
    7,156Research and development
    
    
    7,172
    
    
    
    4,108
    
    
    
    4,157Total expenses
    
    
    17,337
    
    
    
    13,738
    
    
    
    11,313Loss before interest and other income, net
    
    
    (10,367
    )
    
    
    (8,541
    )
    
    
    (6,970
    )Interest and other income, net
    
    
    1,186
    
    
    
    1,765
    
    
    
    828Net loss
    
    $
    (9,181
    )
    
    $
    (6,776
    )
    
    $
    (6,142
    )Per share data:Basic and diluted net loss per common share
    
    $
    (0.16
    )
    
    $
    (0.12
    )
    
    $
    (0.12
    )Shares used in computing per share data
    
    
    55,754,578
    
    
    
    55,169,977
    
    
    
    49,583,823
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ThermoGenesis Corp.
 
 Consolidated Statements of Stockholders Equity
  Paid in
    
    Deferred
    
    
    
    
    
    TotalCommon Stock
    
    capital in
    
    stock
    
    Accumulated
    
    stockholdersShares
    
    Amount
    
    excess of par
    
    compensation
    
    deficit
    
    equityBalance 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
    )
    
    
    37,812Issuance of shares for
exercise of options
    
    
    200,651
    
    
    
    
    
    
    
    266
    
    
    
    
    
    
    
    
    
    
    
    266Issuance of common shares and
compensation related to common
stock restricted awards, net of stock surrenders
    
    
    326,785
    
    
    
    
    
    
    
    1,138
    
    
    
    
    
    
    
    
    
    
    
    1,138Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    490
    
    
    
    
    
    
    
    
    
    
    
    490Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,181
    )
    
    
    (9,181
    )Balance at June 30, 2008
    
    
    56,027,960
    
    
    $
    56
    
    
    $
    120,278
    
    
    
    
    
    
    $
    (89,809
    )
    
    $
    30,525
  32




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##### Table of Contents



ThermoGenesis Corp.
 
 Consolidated Statements of Cash Flows
  Years ended June 302008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (9,181
    )
    
    $
    (6,776
    )
    
    $
    (6,142
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    543
    
    
    
    549
    
    
    
    398Stock based compensation expense
    
    
    1,921
    
    
    
    1,094
    
    
    
    1,113Accretion of discount on short-term
investments
    
    
    (918
    )
    
    
    (1,257
    )
    
    
    (280
    )Issuance of common shares for services
    
    
    
    
    
    
    
    
    
    
    46Loss on sale/retirement of equipment
    
    
    238
    
    
    
    31
    
    
    
    Net changes in operating assets and liabilities:Accounts receivable
    
    
    (2,750
    )
    
    
    547
    
    
    
    (856
    )Inventories
    
    
    (200
    )
    
    
    (2,309
    )
    
    
    336Other current assets
    
    
    48
    
    
    
    47
    
    
    
    87Other assets
    
    
    51
    
    
    
    (34
    )
    
    
    Accounts payable
    
    
    2,112
    
    
    
    143
    
    
    
    140Accrued payroll and related expenses
    
    
    39
    
    
    
    108
    
    
    
    74Deferred revenue
    
    
    (633
    )
    
    
    (231
    )
    
    
    2,123Other current liabilities
    
    
    279
    
    
    
    326
    
    
    
    (37
    )Net cash used in operating activities
    
    
    (8,451
    )
    
    
    (7,762
    )
    
    
    (2,998
    )Cash flows from investing activities:Purchase of short-term investments
    
    
    (44,336
    )
    
    
    (51,420
    )
    
    
    (35,192
    )Maturities of investments
    
    
    52,000
    
    
    
    60,500
    
    
    
    Capital expenditures
    
    
    (514
    )
    
    
    (621
    )
    
    
    (565
    )Net cash provided by (used in) investing
activities
    
    
    7,150
    
    
    
    8,459
    
    
    
    (35,757
    )Cash flows from financing activities:Exercise of stock options
    
    
    266
    
    
    
    439
    
    
    
    96Exercise of warrants
    
    
    
    
    
    
    1,083
    
    
    
    490Repurchase of common stock
    
    
    (293
    )
    
    
    
    
    
    
    Payments on capital lease obligations and note
payable
    
    
    (18
    )
    
    
    (16
    )
    
    
    (210
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    32,338Net cash (used in) provided by financing activities
    
    
    (45
    )
    
    
    1,506
    
    
    
    32,714Net increase (decrease) in cash and cash equivalents
    
    
    (1,346
    )
    
    
    2,203
    
    
    
    (6,041
    )Cash and cash equivalents at beginning of year
    
    
    5,730
    
    
    
    3,527
    
    
    
    9,568Cash and cash equivalents at end of year
    
    $
    4,384
    
    
    $
    5,730
    
    
    $
    3,527Supplemental non-cash financing and investing
information:Equipment acquired by note payable/capital lease
    
    
    
    
    
    $
    17
    
    
    $
    106Transfer of inventories to equipment
    
    $
    157
    
    
    $
    124
    
    
    $
    94Transfer of equipment to inventories
    
    $
    42
    
    
    $
    69
    
    
    $
    62
  33




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##### Table of Contents



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




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED 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
  35




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED 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 (Continued)
  Fair Value of Financial Instruments
  Accounts Receivable and Allowance for Doubtful Accounts
  Inventories
  Equipment
  Warranty
  36




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 Stock Based Compensation
          2008
    
    2007
    
    2006Expected life (years)
    
    
    3.1
    
    
    
    3.5
    
    
    
    3.8Risk-free interest rate
    
    
    3.9
    %
    
    
    4.7
    %
    
    
    4.6
    %Expected volatility
    
    
    57
    %
    
    
    54
    %
    
    
    62
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  37




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 Credit Risk
  Segment Reporting
  Income Taxes
   Net Loss per Share
  Reclassifications
  38




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 1. Summary of Significant Accounting Policies (Continued)
 New Accounting Pronouncements
     39




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED 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, 2008U.S. Treasury obligations
    
    $
    20,903
    
    
    
    
    
    
    $
    13
    
    
    $
    20,890Maturity Date:Less than 90 days
    
    $
    8,982
    
    
    
    
    
    
    
    
    
    
    $
    8,976Due in 91-365 days
    
    
    11,921
    
    
    
    
    
    
    
    
    
    
    
    11,914$
    20,903
    
    
    
    
    
    
    
    
    
    
    $
    20,890June 30, 2007Mortgage-backed securities of
government sponsored
enterprises
    
    $
    27,649
    
    
    $
    2
    
    
    $
    10
    
    
    $
    27,641
  Aggregate
    
    
    UnrealizedFair Value
    
    
    LossJune 30, 2008U.S. Treasury
Obligations
    
    $
    20,890
    
    
    $
    13
  3. Inventories
  2008
    
    
    2007Raw materials
    
    $
    1,869
    
    
    $
    1,791Work in process
    
    
    1,302
    
    
    
    1,166Finished goods
    
    
    1,960
    
    
    
    2,089$
    5,131
    
    
    $
    5,046
 40




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 4. Equipment
  2008
    
    
    2007
    
    
    Estimated Useful LifeMachinery and equipment
    
    $
    2,301
    
    
    $
    2,140
    
    
    5-10 years or lease termComputer and software
    
    
    1,096
    
    
    
    1,196
    
    
    2-5 yearsOffice equipment
    
    
    696
    
    
    
    654
    
    
    5-10 yearsLeasehold improvements
    
    
    307
    
    
    
    217
    
    
    5 years or lease term4,400
    
    
    
    4,207Less accumulated depreciation and
amortization
    
    
    (2,950
    )
    
    
    (2,605
    )$
    1,450
    
    
    $
    1,602
 5. Other Current Liabilities
  2008
    
    
    2007Accrued warranty reserves
    
    $
    507
    
    
    $
    302Accrued professional fees
    
    
    210
    
    
    
    361Other accrued liabilities
    
    
    507
    
    
    
    284$
    1,224
    
    
    $
    947
 6. Commitments and Contingencies
 Operating Leases
  2009
    
    $
    5822010
    
    
    6422011
    
    
    6682012
    
    
    313Thereafter
    
    
    Total
    
    $
    2,205
  41




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 6. Commitments and Contingencies (Continued)
 Contingencies
  Warranty
   For years ended June 30,2008
    
    
    2007Beginning balance
    
    $
    302
    
    
    $
    74Warranties issued during the period
    
    
    404
    
    
    
    214Settlements made during the period
    
    
    (643
    )
    
    
    (253
    )Changes in liability for pre-existing
warranties during the period, including
expirations
    
    
    444
    
    
    
    267Ending balance
    
    $
    507
    
    
    $
    302
 TM
 42




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 6. Commitments and Contingencies (Continued)
 Import/Export Bonds
  Product Recalls
  7. Stockholders Equity
 Common Stock
   43




---



##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED 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, 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
and 2008
    
    
    
 Stock Options
  44




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 7. Stockholders Equity (Continued)
 Stock Options (Continued)
    Stock Compensation Expense
  45




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED 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, 2007
    
    
    2,470,917
    
    
    $
    2.89Granted
    
    
    1,178,000
    
    
    $
    2.19Forfeited or Expired
    
    
    (453,329
    )
    
    $
    3.43Exercised
    
    
    (200,651
    )
    
    $
    1.33Outstanding at June 30, 2008
    
    
    2,994,937
    
    
    $
    2.64
    
    
    
    2.3
    
    
    
    Vested and Expected to Vest at June
30, 2008
    
    
    2,735,793
    
    
    $
    2.65
    
    
    
    2.3
    
    
    
    Exercisable at June 30, 2008
    
    
    1,658,951
    
    
    $
    2.73
    
    
    
    1.6
    
    
    
    
   Weighted-
    
    Weighted-Range of
    
    
    
    
    
    
    
    Average
    
    Average
    
    
    
    
    
    Weighted-Exercise
    
    
    
    Number
    
    Remaining
    
    Exercise
    
    Number
    
    AveragePrices
    
    
    
    Outstanding
    
    Contractual Life
    
    Price
    
    Exercisable
    
    Exercise Price$1.48-$2.20
    
    
    
    
    1,370,000
    
    
    
    1.6
    
    
    $
    2.02
    
    
    
    1,100,000
    
    
    $
    2.11$2.31-$3.15
    
    
    
    
    949,437
    
    
    
    3.0
    
    
    $
    2.40
    
    
    
    95,812
    
    
    $
    2.74$3.58-$4.70
    
    
    
    
    552,500
    
    
    
    2.7
    
    
    $
    4.05
    
    
    
    367,139
    
    
    $
    3.96$4.78-$5.88
    
    
    
    
    123,000
    
    
    
    2.8
    
    
    $
    5.06
    
    
    
    96,000
    
    
    $
    5.082,994,937
    
    
    
    2.3
    
    
    $
    2.64
    
    
    
    1,658,951
    
    
    $
    2.73
 46




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED 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
    
    
    
    1,717Granted
    
    
    30,000
    
    
    
    67Vested
    
    
    (505,000
    )
    
    
    (1,717
    )Forfeited
    
    
    (30,000
    )
    
    
    (67
    )Outstanding at June 30, 2008
    
    
    
    
    
    $
    
 47




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 8. Concentrations
    2008
    
    2007
    
    2006BioArchive
    
    
    42
    %
    
    
    48
    %
    
    
    61
    %AXP
    
    
    34
    %
    
    
    19
    %
    
    
    6
    %ThermoLine
    
    
    9
    %
    
    
    13
    %
    
    
    16
    %CryoSeal
    
    
    7
    %
    
    
    7
    %
    
    
    7
    %
  2008
    
    
    2007
    
    
    2006United States
    
    $
    12,901
    
    
    $
    8,579
    
    
    $
    4,632Europe
    
    
    5,565
    
    
    
    4,625
    
    
    
    3,046Asia
    
    
    2,125
    
    
    
    2,588
    
    
    
    2,703South America
    
    
    1,208
    
    
    
    802
    
    
    
    1,394Other
    
    
    147
    
    
    
    157
    
    
    
    273$
    21,946
    
    
    $
    16,751
    
    
    $
    12,048
  48




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 9. Income Taxes
  2008
    
    
    2007
    
    
    2006Statutory federal income tax benefit
    
    $
    (3,122
    )
    
    $
    (2,304
    )
    
    $
    (2,088
    )Net operating loss with no tax benefit
    
    
    3,122
    
    
    
    2,304
    
    
    
    2,088Total federal income tax
    
    $
    
    
    
    $
    
    
    
    $
    
    June 30, 2008
    
    
    June 30, 2007Deferred tax assets:Net operating loss carry-forwards
    
    $
    27,502
    
    
    $
    24,300Income tax credits
    
    
    1,507
    
    
    
    1,428Deferred revenue
    
    
    709
    
    
    
    962Other
    
    
    2,052
    
    
    
    2,039Total deferred taxes
    
    
    31,770
    
    
    
    28,729Valuation allowance
    
    
    (31,770
    )
    
    
    (28,729
    )Net deferred taxes
    
    $
    
    
    
    $
    
   49




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##### Table of Contents



THERMOGENESIS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share amounts)
 10. Employee Retirement Plan
  11. Unaudited Quarterly Financial Data
  SecondFirst Quarter
    
    
    Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,2007
    
    
    2007
    
    
    2008
    
    
    2008 (1)Net revenues
    
    $
    3,632
    
    
    $
    5,487
    
    
    $
    5,645
    
    
    $
    7,182Gross Profit
    
    $
    1,209
    
    
    $
    1,910
    
    
    $
    1,501
    
    
    $
    2,350Net loss
    
    $
    (2,300
    )
    
    $
    (1,717
    )
    
    $
    (2,680
    )
    
    $
    (2,484
    )Per share data:Basic and diluted net loss per
common share
    
    $
    (0.04
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.04
    )Shares used in computing per
share data
    
    
    55,659,508
    
    
    
    55,701,175
    
    
    
    55,701,175
    
    
    
    55,956,452
 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
 
 (1)
    
    During the fourth quarter of 2008, we recorded a write-off of long-lived assets of
$238 and a change in estimate of warranty liability of $90. 50




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
  Managements
Report on Internal Control over Financial Reporting
  Attestation
Report of Independent Registered Public Accounting Firm
  Changes in Internal Control over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
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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
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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Page Number(a)
    (1)
    
    Financial StatementsReports
of Independent Registered Public Accounting Firm
    
    
    28Consolidated Balance Sheets at June 30, 2008 and 2007
    
    
    30Consolidated Statements of Operations for the years ended
June 30, 2008, 2007 and 2006
    
    
    31Consolidated Statements of Stockholders Equity for the years
ended June 30, 2008, 2007 and 2006
    
    
    32Consolidated Statements of Cash Flows for the years ended
June 30, 2008, 2007 and 2006
    
    
    33Notes to Consolidated Financial Statements
    
    
    34Managements
Report on Internal Control over Financial Reporting is contained as part of this report under
Item 9A Controls and Procedures.(a)
    (2)
    
    Financial Statement SchedulesSchedule II,
Valuation and Qualifying Accounts & Reserves
    
    
    57All other financial statement schedules have been omitted because they are not required or not applicable.(b
    )
    
    ExhibitsExhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index on the next page, which are incorporated herein by this reference.
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##### Table of Contents



Exhibit Description
 3.1
    
    (a) Amended and Restated Certificate of Incorporation (1)(b) Revised Bylaws (2)10.1
    
    (a) License Agreement with Pall/Medsep Corporation (3)(b) Securities Purchase Agreement dated March 10, 2004 (form) (4)(c) Amended 2002 Independent Directors Equity Incentive Plan (5)(d) Distribution and License Agreement with Asahi Kasei Medical Co., Ltd. (6)(e) Supply Agreement with Cell Factors Technology, Inc. (7)(f) Employment Agreement for Matthew Plavan(g) International Distribution Agreement with Amersham Biosciences AB (8)(h) OEM Supply Agreement with Medtronic, Inc. (9)(i) Employment Agreement with John Chapman (10)(j) Product Development and Supply Agreement with Biomet Biologics (11)(k) First Amendment License Agreement (Clotalyst) (12)(l) Amended & Restated International Distribution Agreement with GE Healthcare (13)(m) Employment Agreement for William Osgood (14)14
    
    Amended and Restated Code of Ethics (15)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 14, 1997.(4)
    
    Incorporated by reference to Form 8-K dated March 10, 2004.(5)
    
    Incorporated by reference to Form 8-K dated December 15, 2004.(6)
    
    Incorporated by reference to Form 8-K dated March 28, 2005.(7)
    
    Incorporated by reference to Form 8-K dated March 29, 2005.(8)
    
    Incorporated by reference to Form 8-K dated October 13, 2005.(9)
    
    Incorporated by reference to Form 8-K dated November 4, 2005.(10)
    
    Incorporated by reference to Form 10-K for the year ended June 30, 2006.(11)
    
    Incorporated by reference to Form 8-K dated August 3, 2006.(12)
    
    Incorporated by reference to Form 10-K for quarter ended March 31, 2007.(13)
    
    Incorporated by reference to Form 8-K dated May 7, 2008(14)
    
    Incorporated by reference to Form 8-K dated August 1, 2007(15)
    
    Incorporated by reference to ThermoGenesis proxy statement for the Annual Meeting held on
October 28, 2005.
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##### Table of Contents



GLOSSARY OF CERTAIN TECHNICAL TERMS
                 55




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##### Table of Contents



SIGNATURES
  ThermoGenesis Corp.Date: September 8, 2008
    By:
    /s/      WILLIAM R. OSGOODWilliam R. Osgood, Ph.D., ChiefExecutive Officer & Director  By:
    
    /s/ WILLIAM R. OSGOOD
    
    Date: September 8, 2008William R. Osgood, Ph.D., ChiefExecutive Officer & Director(Principal Executive Officer)By:
    
    /s/ MATTHEW T. PLAVAN
    
    Dated: September 8, 2008Matthew T. Plavan, Chief Financial
Officer(Principal Financial and Accounting
Officer)By:
    
    /s/ HUBERT HUCKEL
    
    Dated: September 8, 2008Hubert Huckel, M.D., Chairman of
the BoardBy:
    
    /s/ PATRICK MCENANY
    
    Dated: September 8, 2008Patrick McEnany, DirectorBy:
    
    /s/ WOODROW A. MYERS
    
    Dated: September 8, 2008Woodrow Myers, M.D., DirectorBy:
    
    /s/ MAHENDRA RAO
    
    Dated: September 8, 2008Mahendra Rao, M.D., Ph.D., DirectorBy:
    
    /s/ TIFFANY OLSON
    
    Dated: September 8, 2008Tiffany Olson, Director
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SCHEDULE II
 
 Balance at
    
    Charged to
    
    Charged to
    
    
    
    
    
    Balance atbeginning
    
    costs and
    
    other
    
    
    
    
    
    end ofDescription
    
    of period
    
    expenses
    
    Accounts
    
    Deductions
    
    periodFor the year ended June 30, 2008Allowance for doubtful accounts:
    
    $
    50
    
    
    
    
    
    
    
    
    
    
    $
    19
    
    
    $
    31Reserve for slow moving inventory:
    
    $
    915
    
    
    $
    53
    
    
    
    
    
    
    $
    271
    
    
    $
    697For the year ended June 30, 2007Allowance for doubtful accounts:
    
    $
    17
    
    
    $
    50
    
    
    
    
    
    
    $
    17
    
    
    $
    50Reserve for slow moving inventory:
    
    $
    774
    
    
    $
    200
    
    
    
    
    
    
    $
    59
    
    
    $
    915For the year ended June 30, 2006Allowance for doubtful accounts:
    
    $
    41
    
    
    
    
    
    
    
    
    
    
    $
    24
    
    
    $
    17Reserve for slow moving inventory:
    
    $
    632
    
    
    $
    212
    
    
    
    
    
    
    $
    70
    
    
    $
    774
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##### Table of Contents



Exhibit No.
    
    DescriptionExhibit 10.1(f)
    
    Employment Agreement for Matthew PlavanExhibit 23.1
    
    Consent of Independent Registered Public Accounting FirmExhibit 31.1
    
    PRINCIPAL EXECUTIVE OFFICERS CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002Exhibit 31.2
    
    PRINCIPAL FINANCIAL OFFICERS CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002Exhibit 32
    
    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002