UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2019
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-16375
THERMOGENESIS HOLDINGS, INC. (Exact name of registrant as specified in its charter) |
||
Delaware (State of incorporation) |
94-3018487 (I.R.S. Employer Identification No.) |
|
2711 Citrus Road Rancho Cordova, California 95742 (Address of principal executive offices) (Zip Code) |
||
(916) 858-5100 (Registrant’s telephone number, including area code) |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.001 par value |
THMO |
Nasdaq Stock Market, LLC |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.). Yes [X] No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ |
Smaller reporting company ☒ |
Non-accelerated filer ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 28, 2019, the aggregate market value of the common equity held by non-affiliates of the registrant was approximately $4,733,000 based on the closing sales price as reported on the NASDAQ Stock Market. As of March 19, 2020, there were 4,561,017 shares of common stock outstanding.
EXPLANATORY NOTE
ThermoGenesis Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 24, 2020 (the “2019 10-K”) for the sole purpose of filing an updated exhibit index to include certain exhibits that were previously filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018, which was filed with the SEC on March 26, 2019, and that were inadvertently excluded from the exhibit index in the 2019 10-K. Additionally, the exhibit index is amended to correct a hyperlink, and pursuant to the rules of the SEC, new certifications are included in this Amendment No. 1 as Exhibits 31.1, 31.2, and 32. This Amendment No. 1 speaks as of the original filing date of the 2019 10-K, does not reflect events that may have occurred subsequent to the original filing date, and other than the foregoing, does not modify or supplement in any way the information or disclosures set forth in the 2019 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits
EXHIBIT INDEX
Exhibit No. |
Document Description |
Incorporation by Reference |
3.1 |
Sixth Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc., as amended. |
Incorporated by reference to Exhibit 3.1 to Form S-8 filed with the SEC on September 12, 2019 |
3.2 |
Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on June 4, 2019. |
|
3.3 |
Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on October 31, 2019. |
|
3.4 |
Incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on October 30, 2019. |
|
4.1 |
Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on September 1, 2015. |
|
4.2 |
Incorporated by reference to Exhibit 10.7 to Form 8-K filed with the SEC on February 3, 2016. |
|
4.3 |
Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on February 3, 2016. |
|
4.4 |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on March 28, 2018. |
|
4.5 |
Incorporated by reference to Exhibit 10.37 of amended Registration Statement on Form S-1 filed with the SEC on May 14, 2018. |
4.6 |
Incorporated by reference to Exhibit 10.38 of amended Registration Statement on Form S-1 filed with the SEC on May 14, 2018. |
|
4.7 |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on August 29, 2018. |
|
4.8(1) |
||
4.9 |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on April 25, 2019. |
|
4.10 |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on January 31, 2019. |
|
4.11 |
Incorporatesd by referenced to Exhibit 10.3 to Form 8-K filed with the SEC on January 4, 2019 |
|
4.12 |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on July 29, 2019. |
|
4.13 |
Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on July 29, 2019. |
|
4.14 |
Incorporated by reference to Exhibit 4.5 to the Form S-3 filed with the SEC on December 13, 2019. |
|
4.15 |
Incorporated by reference to Exhibit 4.1 to Form 8-K/A filed with the SEC on September 24, 2019. |
|
10.1 |
Incorporated by referenced to Exhibit 10.1 to Form 8-K filed with the SEC on January 4, 2019 |
|
10.2 |
Incorporated by referenced to Exhibit 10.2 to Form 8-K filed with the SEC on January 4, 2019 |
10.3 |
Incorporated by referenced to Exhibit 10.4 to Form 8-K filed with the SEC on January 4, 2019 |
|
10.4 |
Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on January 4, 2019. |
|
10.5 |
Amended and Restated Certificate of Incorporation of CARTXpress Bio, Inc. |
Incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC on January 4, 2019 |
10.6 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 31, 2019. |
|
10.7 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 25, 2019. |
|
10.8 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 29, 2019 |
|
10.9 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 29, 2019 |
|
10.10 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 29, 2019. |
|
10.11 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 6, 2019. |
|
10.12 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on November 22, 2019. |
|
10.13 |
Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on November 22, 2019. |
|
10.14 |
Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on November 22, 2019. |
10.15 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 22, 2019. |
|
10.16( |
Incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on August 13, 2019. |
|
10.17# |
ThermoGenesis Holdings, Inc. Amended 2016 Equity Incentive Plan |
Incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on August 13, 2019. |
10.18 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 20, 2020 |
|
10.19* |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 31, 2017. |
|
10.20 |
Purchase Agreement between the Company and Boyalife Investment Inc. and Boyalife (Hong Kong) Limited |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 3, 2016. |
10.21 |
Incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on February 3, 2016. |
|
10.22# |
Incorporated by reference to Exhibit 10.6.1 to Form 8-K filed with the SEC on May 1, 2014. |
|
10.23 |
Incorporated by reference to Exhibit 10.5 to Form 8-K filed on February 3, 2016. |
|
10.24 |
Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed with the SEC on November 17, 2016. |
|
10.25# |
Form of Notice of Grant of Stock Options and Option Agreement |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 11, 2017. |
10.26* |
Incorporated by reference to Exhibit 10.29 to Form 10-K filed with the SEC on September 22, 2017. |
|
10.27# |
Executive Employment Agreement, dated November 13, 2017, between the Company and Xiaochun Xu. |
Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on November 15, 2017. |
10.28# |
Incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on November 15, 2017. |
|
10.29* |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 16, 2018. |
|
10.30 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 28, 2018. |
10.31 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 18, 2018. |
|
10.32 |
Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on April 18, 2018. |
|
10.33 |
Incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on April 18, 2018. |
|
10.34 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 7, 2018. |
|
10.35# |
Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the SEC on October 23, 2012. |
|
10.36 |
Incorporated by reference to Exhibit 10.39 of amended Registration Statement on Form S-1 filed with the SEC on May 14, 2018. |
|
10.37 |
Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 29, 2018. |
|
10.38# |
Incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on December 19, 2018. |
|
21.1(1) |
||
23.1(1) |
Consent of Marcum LLP, Independent Registered Public Accounting Firm |
|
31.1 |
Filed herewith. |
|
31.2 |
Filed herewith. |
|
32 |
Filed herewith. |
|
101.INS(1) |
XBRL Instance Document‡ |
|
101.SCH(1) |
XBRL Taxonomy Extension Schema Document‡ |
|
101.CAL(1) |
XBRL Taxonomy Extension Calculation Linkbase Document‡ |
|
101.DEF(1) |
XBRL Taxonomy Extension Definition Linkbase Document‡ |
|
101.LAB(1) |
XBRL Taxonomy Extension Label Linkbase Document‡ |
|
101.PRE(1) |
XBRL Taxonomy Extension Presentation Linkbase Document‡ |
Footnotes to Exhibit Index
^ |
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request. |
# |
Represents a management contract or compensatory plan, contract or arrangement. |
* |
Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the SEC. |
‡ |
XBRL information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. |
(1) |
Previously filed with the 201910-K. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ThermoGenesis Holdings, Inc. |
|||
Dated: April 24, 2020 |
By:/s/ |
Jeffery Cauble |
|
Jeffery Cauble, Chief Financial Officer |