Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 19, 2020



(Exact Name of Registrant as Specified in Charter)


















(State or Other Jurisdiction




(IRS Employer

of Incorporation)


File Number)


Identification No.)







2711 Citrus Road, Rancho Cordova, California






(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code (916) 858-5100


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


      ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


      ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


      ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.001 par value


Nasdaq Capital Market 


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


          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.  ☐




Item 1.01.

Entry into a Material Definitive Agreement.


On May 19, 2020, ThermoGenesis Holdings, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) entered into Amendment No. 1 to At The Market Offering Agreement (the “Amendment”).


As previously disclosed through the Company’s public filings with the Securities and Exchange Commission (the “Commission”), the Company and Wainwright previously entered into an At The Market Offering Agreement, dated December 13, 2019 (the “Offering Agreement”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock (the “Placement Shares”) having an aggregate value of up to $4,400,000, through Wainwright acting as sales agent, through an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act”). The Amendment amends the Offering Agreement to increase the number of Placement Shares that may be offered and sold under the Offering Agreement to an aggregate value of up to $15,280,313 (which includes $280,312.58 in aggregate value of shares sold under the Offering Agreement prior to the Amendment). Except as specifically amended by the Amendment, the Offering Agreement remains in full force and effect and all other terms of the Offering Agreement remain unchanged.


The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K.


Attached as Exhibit 5.1 to this Current Report on Form 8-K is the opinion of Foley & Lardner LLP relating to the legality of the issuance and sale of the Placement Shares under the Offering Agreement (as amended by the Amendment).


This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.


Item 9.01.      Financial Statements and Exhibits.


(d)     Exhibits









Amendment No. 1 to At The Market Offering Agreement, dated May 19, 2020, by and between ThermoGenesis Holdings, Inc. and H.C. Wainwright & Co., LLC.



Opinion of Foley & Lardner LLP.



Consent of Foley & Lardner LLP (included in Exhibit 5.1).






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Dated: May 20, 2020


/s/ Jeff Cauble


Jeff Cauble

Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)



Exhibit 1.1





This AMENDMENT NO. 1 (the “Amendment”) to the AT THE MARKET OFFERING AGREEMENT originally dated as of December 13, 2019 (the “Original Agreement”), by and between Thermogenesis Holdings, Inc. f/k/a Cesca Therapeutics Inc. (“Thermogenesis”) and H.C. Wainwright & Co., LLC (the “Manager”) and together with the Original Agreement (the “Agreement”) is dated as of May 19, 2020. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.





WHEREAS, on December 13, 2019, Thermogenesis and the Manager entered into the Agreement;


WHEREAS, the parties now desire to amend the Agreement;


NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Agreement is hereby amended as follows:


1.     The number “$4,400,000” in the first sentence of Section 2 of the Agreement is replaced with “$15,280,313”.


2.      (A)     This Amendment shall be construed and interpreted in accordance with the laws of the State of New York without giving effect to the conflict of laws rules thereof or the actual domiciles of the parties.


(B)     Except as amended hereby, the terms and provisions of the Agreement shall remain in full force and effect, and the Agreement is in all respects ratified and confirmed. On and after the date of this Amendment, each reference in the Agreement to the "Agreement", "hereinafter", "herein", "hereinafter", "hereunder", "hereof", or words of like import shall mean and be a reference to the Agreement as amended by this Amendment.


(C)     This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single Amendment.




IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first stated above.


  By:  /s/ Jeff Cauble  
    Name: Jeff Cauble  
    Title: CFO  
  By: /s/ Mark W. Viklund  
    Name: Mark W. Viklund  
    Title: Chief Executive Officer  



Exhibit 5.1




TAMPA, FL 33602-5810
P.O. BOX 3391
TAMPA, FL 33601-3391
813.229.2300 TEL
813.221.4210 FAX




May 19, 2020



ThermoGenesis Holdings, Inc.

2711 Citrus Road

Rancho Cordova, California 95742





Ladies and Gentlemen:


We have acted as counsel for ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s issuance and sale, through H.C. Wainwright & Co., LLC as sales agent (the “Sales Agent”), of up to $15,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “Placement Shares”), from time to time and at various prices in an “at-the-market” offering pursuant to (i) that certain At The Market Offering Agreement, dated December 13, 2019, as amended by that certain Amendment No. 1 to At The Market Offering Agreement, dated May 19, 2020 (as amended, the “Sales Agreement”), by and among the Company and the Sales Agent, and (ii) the Company’s Registration Statement on Form S-3, Registration No. 333-235509, filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 13, 2019 and declared effective on January 3, 2020 (the “Registration Statement”), the base prospectus filed as part of the Registration Statement (the “Base Prospectus”), and the prospectus supplement filed with the Commission on May 19, 2020 (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”).


As counsel to the Company in connection with the proposed potential issuance and sale of the above-referenced Placement Shares, we have examined: (i) the Sales Agreement, (ii) the Registration Statement and the Prospectus, (iii) the Company’s Sixth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended to date, and (iv) the proceedings and actions taken by the Board of Directors of the Company to authorize and approve the transactions contemplated by the Sales Agreement and the execution and delivery of the Sales Agreement. We have also considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, certificates of officers, directors and representatives of the Company, certificates of public officials, and such other documents as we have deemed appropriate as a basis for the opinions set forth below. In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates, and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.





May 19, 2020
Page 2



Our opinions expressed herein are limited to the General Corporation Law of the State of Delaware, and we express no opinion as to the laws of any other jurisdiction.


Based upon, subject to and limited by the foregoing, we are of the opinion that, upon the issuance of the Placement Shares pursuant to the terms of the Sales Agreement and the receipt by the Company of the consideration for the Placement Shares pursuant to the terms of the Sales Agreement, the Placement Shares will be validly issued, fully paid, and nonassessable.


We consent to the inclusion of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K, dated as of the date hereof, and incorporation by reference of the same into the Registration Statement and Prospectus, including the references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended (the “Securities Act”) or within the category of persons whose consent is required by Section 7 of the Securities Act.



Very truly yours,

/s/ Foley & Lardner LLP


Foley & Lardner LLP