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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): June 30, 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.  ☐ 
 
 
 
 
 
 
--12-31
Item 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On June 30, 2022, the Board of Directors (the “Board”) of ThermoGenesis Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s amended and restated bylaws, effective June 30, 2022, to reduce the number of shares that are required to be present at a meeting of the Company’s stockholders for purposes of establishing a quorum. Prior to the Amendment, the presence (in person or by proxy) of a majority of the shares outstanding was required to establish a quorum for the transaction of business. Now, as approved in the Amendment, a quorum is established by one-third of the stock issued and outstanding and entitled to vote.
 
 
 
* * *
 
The description of the Amendment set forth above is qualified by reference to the full text of the Amendment, which is attached to this Form 8-K as Exhibit 3.1, and which is incorporated herein by reference.
 
 
 
Item 9.01.         Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit
No.
  
Description
3.1
  
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.
     
     
Dated:   July 6, 2022
  
/s/ Jeffery Cauble
   
Jeffery Cauble
Chief Financial Officer
 
 

Exhibit 3.1

 

 

SECOND AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF

THERMOGENESIS HOLDINGS, INC.

 

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF THERMOGENESIS HOLDINGS, INC. (this “Amendment”) is made effective as of June 30, 2022 (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 9. The first sentence of Section 9 of Article II of the Bylaws is amended and restated in its entirety as follows:

 

“SECTION 9 – QUORUM

 

The presence, in person or by proxy, of one-third (33.3%) of the shares entitled to vote, shall constitute a quorum of the shareholders for the transaction of business at any meeting of the shareholders or any adjournment thereof.”

 

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 Second 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 June 30, 2022, of the Board of Directors of the Company.

 

IN WITNESS WHEREOF, I have hereunto set my hand as of June 30, 2022.

 

 

 

 

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