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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): December 16, 2021
 
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
 
(Former Name or Former Address, if Changed Since Last Report)
 
N/A
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, $.001 par value
THMO
Nasdaq Capital Market
 
 
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.          ☐
 
 
 
 
 
--12-31
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On December 16, 2021, the Board of Directors (the “Board”) of Thermogenesis Holdings, Inc. (the “Company”) amended the Amended and Restated Bylaws of the Company to revise the procedures by which the Annual Meeting of Stockholders (the “Annual Meeting”) may be adjourned for lack of a quorum (the “Amendment”). The Amendment allows for adjournment of the Annual Meeting for lack of a quorum by either (i) the vote of the majority of the shares, the holders of which are either present in person or represented by proxy thereat, or (ii) the presiding officer at the meeting.
 
The foregoing description of the Amendment, effective as of December 16, 2021, is qualified in its entirety by reference to the complete terms and conditions of the Amendment, attached hereto as Exhibit 3.1 and incorporated herein by reference. 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
Exhibit No.
 
Description
     
3.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
     
***
 
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
 
 
 
 
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: December 16, 2021
 
/s/ Jeffery Cauble
   
Jeffery Cauble,
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
 
 

Exhibit 3.1

 

FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC.

 

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. (this “Amendment”) is made effective as of December 16, 2021 (the “Effective Date”), and amends the Amended and Restated Bylaws (the “Bylaws”) of Thermogenesis Holdings, Inc., a Delaware corporation (the “Company”).

 

WHEREAS, pursuant to the Bylaws and the Amended and Restated Certificate of Incorporation of the Company, the Bylaws may be adopted, amended or repealed by the Board of Directors (the “Board”); and

 

WHEREAS, the Board desires to amend the Bylaws in accordance with the terms and conditions set forth herein.

 

1.    Amendment to Article II, Section 6. Section 6 of Article II of the Bylaws is amended and restated in its entirety as follows:

 

“SECTION 6 – ADJOURNED MEETINGS AND NOTICE THEREOF

 

Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares, the holders of which are either present in person or represented by proxy thereat, or by the presiding officer at the meeting, but in the absence of a quorum, no other business may be transacted at such meeting, except in the case of the withdrawal of a shareholder from a quorum as provided in Section 9 of this Article II.

 

When any shareholders’ meeting, either annual or special, is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. The board of directors may fix a new record date for the adjourned meeting. If the meeting is adjourned for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meetings, the Corporation may transact any business that might have been transacted at the regular meeting.”

 

2.    Full Force and Effect. This Amendment shall become effective upon the approval of the Board. Except as expressly set forth herein, all other provisions of the Bylaws shall remain in full force and effect.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER OF
THERMOGENESIS HOLDINGS, INC.

 

The undersigned certifies:

 

1.    That the undersigned is the duly elected and acting Chief Executive Officer of Thermogenesis Holdings, Inc., a Delaware corporation (the “Company”); and

 

2.    That the foregoing First Amendment to the Amended and Restated Bylaws of the Company constitutes the entire amendment to the Amended and Restated Bylaws of the Company as duly adopted by unanimous written consent, effective as of December 16, 2021, of the Board of Directors of the Company.

 

IN WITNESS WHEREOF, I have hereunto set my hand as of December 16, 2021.

 

/s/ Xiaochun Xu                                    
Xiaochun “Chris” Xu, CEO