ThermoGenesis Holdings, Inc. (Form: 8-K, Received: 03/28/2022 16:37:45)

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 28, 2022

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On March 28, 2022, ThermoGenesis Holdings, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the fourth quarter of calendar year 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Information contained in this Item 2.02 and in Exhibit 99.1 attached to this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press release dated March 28, 2022, titled “ThermoGenesis Holdings Announces Year End 2021 Financial Results and Provides Corporate Update”.
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: March 28, 2022		/s/ Jeffery Cauble
		Jeffery Cauble, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

	December 31, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	7,280,000		$	7,161,000
Accounts receivable, net		733,000			1,382,000
Inventories		5,373,000			5,877,000
Prepaid expenses and other current assets		1,578,000			878,000
Total current assets		14,964,000			15,298,000

Inventories, non-current		1,709,000			1,221,000
Equipment and leasehold improvements, net		1,261,000			1,424,000
Right-of-use operating lease assets, net		571,000			730,000
Goodwill		781,000			781,000
Intangible assets, net		1,318,000			1,358,000
Other assets		48,000			48,000
Total assets	$	20,652,000		$	20,860,000

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,280,000		$	1,366,000
Other current liabilities		5,068,000			4,777,000
Total current liabilities		6,348,000			6,143,000

Long-term liabilities		10,907,000			8,847,000

Total ThermoGenesis Holdings, Inc. stockholders’ equity		3,828,000			5,800,000

Noncontrolling interests		(431,000	)		70,000
Total liabilities and equity	$	20,652,000		$	20,860,000

	Year Ended December 31,
	2021			2020

Net revenues	$	9,294,000		$	9,744,000
Cost of revenues		5,801,000			8,485,000
Gross profit		3,493,000			1,259,000

Expenses:
Selling, general and administrative		8,515,000			7,677,000
Research and development		2,209,000			2,477,000
Total operating expenses		10,724,000			10,154,000

Loss from operations		(7,231,000	)		(8,895,000	)

Other income (expense):
Interest expense		(6,103,000	)		(7,908,000	)
Gain on extinguishment of debt		652,000			--
Employee retention tax credit and other income/(expense)		802,000			(8,000	)
Total other income (expense)		(4,649,000	)		(7,916,000	)

Net loss	$	(11,880,000	)	$	(16,811,000	)

Loss attributable to noncontrolling interests		(501,000	)		(460,000	)
Net loss attributable to common stockholders	$	(11,379,000	)	$	(16,351,000	)

	Year Ended December 31,
	2021			2020
Cash flows from operating activities:
Net cash used in operating activities	$	(6,620,000	)	$	(14,393,000	)

Cash flows from investing activities:
Capital expenditures		(93,000	)		(23,000	)
Net cash used in investing activities		(93,000	)		(23,000	)
Cash flows from financing activities:
Proceeds from long-term debt		--			4,287,000
Payments on finance lease obligations		--			(33,000	)
Proceeds from sale of common stock, net of expenses		6,832,000			10,839,000
Proceeds from exercise of warrants and pre-funded warrants		--			1,683,000
Proceeds from note payable		--			646,000
Net cash provided by financing activities		6,832,000			17,422,000

Effects of foreign currency rate changes on cash and cash equivalents		--			(2,000	)
Net increase in cash, cash equivalents and restricted cash		119,000			3,004,000

Cash, cash equivalents and restricted cash at beginning of period		7,161,000			4,157,000
Cash, cash equivalents and restricted cash at end of period	$	7,280,000		$	7,161,000