false 0000811212 0000811212 2024-07-12 2024-07-12
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 12, 2024
 
THERMOGENESIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
  
333-82900
  
94-3018487
         
(State or Other Jurisdiction
  
(Commission
  
(IRS Employer
of Incorporation)
  
File Number)
  
Identification No.)
     
   
 
2711 Citrus Road, Rancho Cordova, California
  
95742
     
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (916) 858-5100
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
 
 
 
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))
 
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 8.01. Other Information.
 
As previously disclosed, on July 9, 2024, ThermoGenesis Holdings, Inc. (the “Company”) received a notice of default (the “Default Notice”) from Boyalife Group (USA), Inc. (the “Lender”) under the First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between the Company and Lender, as amended (the “Credit Agreement”), and under the Second Amended and Restated Convertible Promissory Note, dated March 4, 2022, as amended, issued by the Company to the Lender under the Credit Agreement (the “Note”). The Default Notice stated and declared that a default occurred under the Credit Agreement and Note as of July 1, 2024, for failure to make a required interest payment and declared the entire balance of the Note to be immediately due and payable. The Note is secured by the Company’s shares in its ThermoGenesis Corp. subsidiary. The Default Notice also stated that if the entire outstanding balance of the Note was not paid in full to the Lender by July 11, 2024, the Lender would elect to “take all equity of the collateral assets, TG Corp. without any further consent action from the Company.”
 
The Company was not able to pay the Note in full by July 11, 2024. Accordingly, on July 12, 2024, the Lender delivered to the Company a notice stating that the Lender “has elected to exercise its contractual rights to take all equity of the collateral asset, ThermoGenesis Corp, without any further consent or action from the Company.” A copy of such notice is filed as Exhibit 99.1 hereto.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
Description
   
9.1
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
SIGNATURES
 
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.
 
 
 
THERMOGENESIS HOLDINGS, INC.
 
(Registrant)
Dated: July 16, 2024
/s/ Xiaochun “Chris” Xu
 
Xiaochun “Chris” Xu
Chief Executive Officer
 
 

Exhibit 9.1

 

EXERCISED COLLATERAL OPTION FOR THE REVOLVING LINE OF CREDIT BY AND BETWEEN THERMOGENESIS HOLDINGS INC AND BOYALIFE GROUP INC

 

This Letter is to inform ThermoGenesis Holdings Inc., previously known as Cesca Therapeutics Inc (the “Company”), about the exercised collateral option within the existing terms of the revolving line-of-credit entered by and between the Company and Boyalife Group Inc (USA) (the “Lender”).

RECITAL

 

WHEREAS, on July 9, 2024, the Lender sent the Company a notice of default (the “Default Notice”) under the First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between the Company and Lender, as amended (the “Credit Agreement”), and under the Second Amended and Restated Convertible Promissory Note, dated March 4, 2022, as amended, issued by the Company to the Lender under the Credit Agreement (the “Note”). The Default Notice notified the Company about the default occurred under the Credit Agreement and Note as of July 9, 2024, for failure to make a required interest payment (the “Default”). As a result of such default, the entire balance of the Note had become immediately due and payable, which was $3,441,000 as of July 1, 2024. The Note is secured by the Company’s shares in its ThermoGenesis Corp subsidiary. The Lender has the right, without any further consent or action from the Company, to take possession of the ThermoGenesis Corp under a Default event.

 

I. 

Notice of Action

 

Notice of Action:

By July 11, 2024, the Company has not made any payment on either the interest or the principal amount of the Note. As such, on July 12, 2024, the Lender elected to exercise its contractual rights to take all equity of the collateral asset, ThermoGenesis Corp, without any further consent or action from the Company.

 

SENT THIS 12th DAY OF JULY, 2024.

 

 

Boyalife Group Inc. (USA)

 

/s/ Emma Li  

Name: Emma Li

Title: VP of Operation

 

 
v3.24.2
Document And Entity Information
Jul. 12, 2024
Document Information [Line Items]  
Entity, Registrant Name THERMOGENESIS HOLDINGS, INC.
Document, Type 8-K
Document, Period End Date Jul. 12, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 333-82900
Entity, Tax Identification Number 94-3018487
Entity, Address, Address Line One 2711 Citrus Road
Entity, Address, City or Town Rancho Cordova
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 95742
City Area Code 916
Local Phone Number 858-5100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000811212
ThermoGenesis (CE) (USOTC:THMO)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more ThermoGenesis (CE) Charts.
ThermoGenesis (CE) (USOTC:THMO)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more ThermoGenesis (CE) Charts.