false 0000811212 0000811212 2022-03-04 2022-03-04
 
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): March 4, 2022
 
THERMOGENESIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its 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)
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 Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
THMO
The Nasdaq Stock Market LLC
(The 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 March 4, 2022, ThermoGenesis Holdings, Inc. (the “Company”) entered into an Amendment No. 1 (the “Amendment to Note”) to its Second Amended and Restated Convertible Promissory Note with Boyalife Asset Holding II, Inc. (the “Note”), and an Amendment No. 2 (the “Amendment to Credit Agreement”) to its First Amended and Restated Revolving Credit Agreement with Boyalife Asset Holding II, Inc. (the “Credit Agreement”). The Amendment to Note amends the maturity date of the Note to be March 6, 2023, and provides that interest accrued and unpaid as of March 6, 2022 shall become due and payable on March 6, 2022. After March 6, 2022, accrued and unpaid interest shall become due and payable annually on December 31st of each year; with any interest accruing thereafter becoming due and payable on the maturity date. The Amendment to Credit Agreement amends the Credit Agreement to change the defined term “Termination Date” to be March 6, 2023.
 
Except for the foregoing, no material changes were made to the Note or the Credit Agreement.
 
The description of the Amendment to Note and Amendment to Credit Agreement set forth above are necessarily incomplete and are qualified by reference to the full text of each document, which is attached to this Form 8-K as Exhibit 10.1 and 10.2, respectively, and which are incorporated herein by reference.
 
 
Item 9.01.         Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit No.
  
Description
10.1
  
10.2
  
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.
     
Dated: March 8, 2022
  
/s/ Jeffery Cauble
   
Jeffery Cauble
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
 
 

Exhibit 10.1

 

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE

 

THIS AMENDMENT NO.1 TO SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE, dated as of March 4, 2022 (this “Amendment”), amends the Second Amended and Restated Convertible Promissory Note initially issued on April 16, 2018 (as heretofore amended, the “Note”) by ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Company”), to Boyalife Asset Holding II, Inc., an Illinois corporation (the “Holder”) pursuant to that certain First Amended and Restated Revolving Credit Agreement between the Holder and the Company, as amended.

 

WHEREAS:

 

A.

The Company and the Holder desire to hereby amend the Note in the manner set forth below.

 

NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders hereto agree as follows:

 

1.

The “Maturity Date” set forth in paragraph three of the Note is hereby amended to be “March 6, 2023.”

 

2.

Paragraph two of the Note shall be deleted in its entirety and replaced with the following:

 

“2.         Interest. This Note shall bear simple interest (calculated on the basis of a 360-day year for the actual number of days elapsed) at the annual rate of twenty-two percent (22.0%) of the principal amount of this Note outstanding from time to time, and if such rate is determined to be usurious, then the rate shall be reduced to the highest legally permissible rate. Accrued and unpaid interest as of March 6, 2022 shall become due and payable on March 6, 2022. After March 6, 2022, accrued and unpaid interest shall become due and payable annually on December 31st of each year.”

 

3.

An executed copy of this Amendment shall be affixed or be deemed affixed to the Note. Except as specifically set forth in this Amendment, all of the terms and provisions of the Note, as heretofore amended, shall continue to remain in full force and effect. This Amendment is not intended to be, and shall not constitute, a substitution or novation of the Note.

 

4.

Capitalized terms appearing in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Note.

 

5.

This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. This Amendment, together with the Note (as heretofore amended), contains the final, complete, and exclusive expression of the parties’ understanding and agreement concerning the matters contemplated herein and supersedes any prior or contemporaneous agreement, oral or written, among them.

 

6.

Each and every term and provision of this Amendment shall be binding upon and shall inure to the benefit of the Holder and its successors and assigns.

 

7.

This Amendment shall be governed by and construed under the laws of the State of California, without giving effect to the principles of conflicts of law thereof. Any claims or legal actions arising hereunder shall be commenced and maintained in any state or federal court of competent jurisdiction located in the State of California, and the Holder consents and submits to the exclusive jurisdiction and venue of any such court.

 

[signature page follows]

 

-2-
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Second Amended and Restated Convertible Promissory Note as of the first date set forth above.

 

 

 

COMPANY: 

 
     
  THERMOGENESIS HOLDINGS, INC.  

 

 

 

 

 

 

 

 

 

By:

/s/ Jeffery Cauble

 

 

[Signature Page to Amendment to Second Amended and Restated Convertible Promissory Note]
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Second Amended and Restated Convertible Promissory Note as of the first date set forth above.

 

 

HOLDER: 

 
     
  BOYALIFE ASSET HOLDING II, INC.  

 

 

 

 

 

 

 

 

 

 

/s/ Xiaochun Xu

 

 

 

[Signature Page to Amendment to Second Amended and Restated Convertible Promissory Note]

 

Exhibit 10.2

 

AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

 

This Amendment No. 2 to First Amended and Restated Revolving Credit Agreement (this “Amendment No. 2”) is entered into as of March 4, 2022, by and between ThermoGenesis Holdings, Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (the “Borrower”), and Boyalife Asset Holding II, Inc., an Illinois corporation (“Lender”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined below).

 

WHEREAS, the Borrower and Lender previously entered into a First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, as amended pursuant to that certain Amendment No. 1 to First Amended and Restated Revolving Credit Agreement dated May 7, 2018 (as heretofore amended, the “Restated Credit Agreement”), setting forth the terms and conditions of a revolving credit facility extended by Lender to Borrower (the “Credit Facility”);

 

WHEREAS, the Restated Credit Agreement amended and restated a Revolving Credit Agreement that was originally entered into by Borrower and Lender on March 6, 2017, as amended on September 13, 2017 (the “Credit Agreement”); and

 

WHEREAS, the Borrower and Lender desire to extend the term of the Restated Credit Agreement.

 

NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual agreements contained herein, the parties agree as follows:

 

1.    Amendment to Exhibit 1. The “Termination Date” set forth on Exhibit 1 is hereby amended to be “March 6, 2023.”

 

2.    Remainder of Restated Credit Agreement. Except as expressly provided for in this Amendment No. 2, all of the terms, conditions and provisions of the Restated Credit Agreement remain unaltered, are in full force and effect, and are hereby expressly ratified and confirmed.

 

3.    Miscellaneous. This Amendment No. 2 may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties further agree that facsimile signatures or signatures scanned into .pdf (or similar) format and sent by e-mail shall be deemed original signatures.

 

[signatures follow]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the day and year first written above.

 

 

THERMOGENESIS HOLDINGS, INC.

 

 

/s/ Jeffery Cauble                                    

 

 

 

 

 

 

BOYALIFE ASSET HOLDING II, INC.

 

 

/s/ Xiaochun Xu