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ThermoGenesis Holdings, Inc. – ‘8-K’ for 12/16/21

On: Thursday, 12/16/21, at 7:05pm ET · As of: 12/17/21 · For: 12/16/21 · Accession #: 1437749-21-28811 · File #: 333-82900

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/17/21  ThermoGenesis Holdings, Inc.      8-K:5,9    12/16/21   12:171K                                   RDG Filings/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     26K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     11K 
 8: R1          Document And Entity Information                     HTML     48K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- thmo20211216_8k_htm                 XML     13K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.DEF  XBRL Definitions -- thmo-20211216_def                XML     38K 
 5: EX-101.LAB  XBRL Labels -- thmo-20211216_lab                     XML     49K 
 6: EX-101.PRE  XBRL Presentations -- thmo-20211216_pre              XML     37K 
 3: EX-101.SCH  XBRL Schema -- thmo-20211216                         XSD     14K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
12: ZIP         XBRL Zipped Folder -- 0001437749-21-028811-xbrl      Zip     13K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C:

i false i 0000811212 0000811212 2021-12-16 2021-12-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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): i December 16, 2021

i THERMOGENESIS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

i Delaware	i 333-82900	i 94-3018487

(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

i 2711 Citrus Road, i Rancho Cordova, i California		i 95742

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: ( i 916) i 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
i Common Stock, $.001 par value	i THMO	i 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:

	i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	i ☐	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 i ☐

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. ☐

i --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		First Amendment to the Amended and Restated Bylaws of the Company.
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)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed as of:	12/17/21	8-K
Filed on / For Period end:	12/16/21	8-K, DEF 14A
	12/31/20	10-K, 10-K/A
		List all Filings

9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/10/22  ThermoGenesis Holdings, Inc.      10-Q        9/30/22   54:4.6M                                   RDG Filings/FA
10/17/22  ThermoGenesis Holdings, Inc.      S-1/A      10/14/22    5:744K                                   RDG Filings/FA
 8/11/22  ThermoGenesis Holdings, Inc.      10-Q        6/30/22   54:4.5M                                   RDG Filings/FA
 5/27/22  ThermoGenesis Holdings, Inc.      S-1/A       5/26/22    3:397K                                   RDG Filings/FA
 5/20/22  ThermoGenesis Holdings, Inc.      10-Q        3/31/22   50:3.4M                                   RDG Filings/FA
 4/29/22  ThermoGenesis Holdings, Inc.      S-1/A                  7:866K                                   RDG Filings/FA
 4/12/22  ThermoGenesis Holdings, Inc.      S-1         4/11/22    3:381K                                   RDG Filings/FA
 3/28/22  ThermoGenesis Holdings, Inc.      10-K       12/31/21   89:7.6M                                   RDG Filings/FA
 2/03/22  ThermoGenesis Holdings, Inc.      424B5                  1:476K                                   RDG Filings/FA

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Filing Submission 0001437749-21-028811 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)