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 13, 2020
THERMOGENESIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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333-82900 |
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94-3018487 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
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2711 Citrus Road, Rancho Cordova, California |
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95742 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (949) 753-0624
N/A
(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $.001 par value |
THMO |
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
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Item 8.01. |
Entry into a Material Definitive Agreement. |
On July 13, 2020, ThermoGenesis Holdings, Inc. (the “Company”), entered into a Manufacturing and Supply Amending Agreement #2 with CBR Systems, Inc. (“CBR”) with an effective date of July 13, 2020 (the “Amendment”). The Amendment modifies the Manufacturing and Supply Agreement entered into on May 15, 2017 and the first amendment dated March 16, 2020 by the Company and CBR (the “Original Agreement”). The Amendment, among other things, amends the Original Agreement to revise the amount of certain products to be purchased, pricing of those products and removal of the safety stock requirement.
In addition, the Amendment replaces Section 5(b)(i) of the Sixth Amended and Restated Technology License and Escrow Agreement included as Exhibit F of the Original Agreement by updating the financial requirement to exclude convertible debt from the definition of short-term debt. The new language in Section 5(b)(i) under events or conditions that constitute a default states that “Thermo’s cash balance and short-term investments net of non-convertible debt and borrowed funds that are payable with one (1) year is less than One Million Dollars ($1,000,000) at any month end unless Thermo cures such default within thirty (30) days of the end of such month”.
The foregoing description of the Amendment is incomplete and is qualified by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
*Information contained in portions of this Exhibit has been redacted because the Company has determined that such information (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed. Information redacted from this Exhibit has been marked by the following [**].
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.
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THERMOGENESIS HOLDINGS, INC. |
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(Registrant) |
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Dated: July 17, 2020 |
/s/ Jeff Cauble |
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Jeff Cauble
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Exhibit 10.1
**Information contained in portions of this Exhibit has been redacted because the Company has determined that such information (i) is not material and (ii) would likely cause competitive harm to the Company if it were to be publicly disclosed. Information redacted from this Exhibit has been marked by the following [**].
MANUFACTURING AND SUPPLY AMENDING AGREEMENT #2
This AMENDING AGREEMENT #2 (“Amendment #2”) is effective as of July 13, 2020 (“Amendment Effective Date”) and is made between CBR Systems, Inc., a Delaware corporation having its principal place of business at 11915 La Grange Ave., Los Angeles, CA 90025 (“CBR”) and ThermoGenesis Holdings, Inc., having its principal place of business at 2711 Citrus Road, Rancho Cordova, CA 95742 (“Thermo”) (together referred to as the “Parties”)
WHEREAS ThermoGenesis Corp. (then a wholly owned subsidiary of Cesca Therapeutics, Inc. (“Cesca”)) and CBR entered into a Manufacturing and Supply Agreement (the “Original Agreement”) dated as of May 15, 2017 and a Manufacturing and Supply Amending Agreement #1 (“Amendment #1”) dated as of March 16, 2020. The Original Agreement and Amendment #1 shall be referred to hereinafter collectively as the “First Amended Agreement.”
WHEREAS, in connection with the Original Agreement, CBR, ThermoGenesis Corp. and Cesca entered into the Sixth Amended and Restated Technology License and Escrow Agreement (attached as Exhibit F of the Original Agreement), as amended by Amendment #1 (collectively, the “Escrow Agreement”).
WHEREAS, Cesca has changed its name to ThermoGenesis Holdings, Inc. and the Parties wish to clarify the entity that holds all rights and obligations under the Agreement (as defined herein).
WHEREAS the Parties wish to amend the First Amended Agreement to revise the amount of certain products to be purchased, pricing of those products, safety stock requirements and the event or condition that will constitute a Default as that term is defined under the Escrow Agreement.
NOW THEREFORE, in consideration of the promises, covenants and agreements set out herein and intending to be legally bound, the Parties hereto agree as follows:
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1. |
The Parties acknowledge that the First Amended Agreement and this Amendment #2 cumulatively represent the entire Agreement between the Parties (the “Agreement”). |
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2. |
The Agreement shall remain in full force and effect except for those changes made herein and all capitalized terms not defined herein shall have the same meaning ascribed to them in the First Amended Agreement. |
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3. |
ThermoGenesis Corp. shall be replaced by, and shall assign all its rights and obligations under the Agreement to, Thermo, which for purposes of clarification, shall include all rights and obligations under the Escrow Agreement. |
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4. |
The quarterly forecasts for CBR purchases of Disposables as required under Section 2.3 of the Agreement are hereby revised. The revised forecasts will take effect immediately and will thus result in reduced purchases of Disposables in the current quarter. CBR shall have no obligations with respect to any previously provided forecast. The purchases for the Disposables (Part No. 8-5101) are as set forth on Schedule 1 attached hereto and incorporated herein by this reference (“Revised Forecasts”). |
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5. |
Section 2.9 of the Agreement, Safety Stock, shall be deleted in its entirety. Section 1.1.2 (which includes Sections 1.1.2.1 and 1.1.2.2) in Amendment #1, which had amended Section 2.9 of the Agreement, shall also be deleted in its entirety. For purposes of clarification, there is no longer a Safety Stock requirement in connection with the Agreement. |
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6. |
Exhibit C is hereby amended to change the pricing of Part No. 8-5101 and is replaced in its entirety with the new Exhibit C-2 attached hereto and incorporated herein by this reference. |
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7. |
Section 5(b)(i) of the Escrow Agreement is hereby amended and replaced by the following: “Thermo’s cash balance and short-term investments net of non-convertible debt and borrowed funds that are payable within one (1) year is less than One Million Dollars ($1,000,000) at any month end unless Thermo cures such default within thirty (30) days of the end of such month; or” |
IN WITNESS WHEREOF, the undersigned have duly executed this Amending Agreement #2 to the Agreement as of the Amendment Effective Date.
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Cbr Systems, Inc. |
Thermogenesis Corp. |
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By: |
/s/ Peter Bawin |
By: |
/s/ Mindy Wilke-Douglas |
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Name: |
Peter Bawin |
Name: |
Mindy Wilke-Douglas |
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Title: |
EVP |
Title: |
VP Operations |
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Thermogenesis Holdings Inc. |
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By: /s/ Jeff Cauble |
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Name: Jeff Cauble |
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Title: CFO |
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SCHEDULE 1 – Revised Forecasts
Bag Sets refer to sets of Part No. 8-5101
2020 Qtr 2 – [**] Bag Sets
2020 Qtr 3 – [**] Bag Sets
2020 Qtr 4 – *[**] Bag Sets
2021 Qtr 1 – **[**] Bag Sets
*Subject to +/- 50% Change upon Quarterly reforecast
** Subject to Change upon Quarterly reforecast
Exhibit C-2 – Pricing
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Thermo Part Number |
Description |
Price/each |
Price/Box |
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Disposable Products |
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8-5101 |
Processing Bag Set
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$[**] |
$[**] |
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8-5110 |
QC Bag Set/Disposable Box of 10 |
$[**] |
$[**] |
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8-5124 |
Freezing/Processing Bag Labels |
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$[**] |
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8-5121 |
Label Barcode LN2 Canister |
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$[**] |
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Non-Disposables Product |
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8-5100 |
Start-Up Kit
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$[**] |
$[**] |
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80056 |
AXP II Device |
$[**] |
$[**] |
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80055 |
AXP II Docking Station |
$[**] |
$[**] |
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8-5104 |
Counter Weight |
$[**] |
$[**] |
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8-5109 |
Weight Kit |
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$[**] |
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7-00-186 |
Weight Compensation Cap |
$[**] |
$[**] |
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8-5108 |
Device Stand |
$[**] |
$[**] |
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8-5120 |
ABC Switch Box |
$[**] |
$[**] |
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8-5114 |
Adapter, Sorvall 11754/11297 Buckets (Pk of 2) |
$[**] |
$[**] |
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8-5155 |
Sorvall 11754 Bucket Pads (Pack of 2) |
$[**] |
$[**] |
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8-5106 |
Wireless Barcode Scanner |
$[**] |
$[**] |
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1-03-049 |
Print Station Barcode Label |
$[**] |
$[**] |
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710015 |
Battery Replacement Kit |
$[**] |
$[**] |
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8-5148 |
Component Retaining Clip Set |
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$[**] |
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7-00-328 |
Assembly, Carrier, Freezing Bag, AXP, I. M. |
$[**] |
$[**] |
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7-00-213 |
XpressTRAK Software Upgrade |
$[**] |
$[**] |
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N/A |
AXP Device Annual Service per unit |
$[**] |
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N/A |
AXP Docking Station Annual Service per unit |
$[**] |
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