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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/20 ThermoGenesis Holdings, Inc. 10-K 12/31/19 89:9M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 865K
2: EX-4.8 Instrument Defining the Rights of Security Holders HTML 39K
3: EX-21.1 Subsidiaries List HTML 25K
4: EX-23.1 Consent of Experts or Counsel HTML 28K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
7: EX-32 Certification -- §906 - SOA'02 HTML 28K
88: R1 Document And Entity Information HTML 65K
38: R2 Consolidated Balance Sheets HTML 137K
30: R3 Consolidated Balance Sheets (Parentheticals) HTML 55K
55: R4 Consolidated Statements of Operations and HTML 114K
Comprehensive Loss
86: R5 Consolidated Statements of Stockholders' Equity HTML 84K
(Unaudited)
37: R6 Consolidated Statements of Cash Flows HTML 138K
29: R7 Note 1 - Description of Business, Going Concern HTML 54K
and Basis of Presentation
58: R8 Note 2 - Summary of Significant Accounting HTML 232K
Policies
84: R9 Note 3 - Intangible Assets and Goodwill HTML 117K
33: R10 Note 4 - Equipment and Leasehold Improvements, Net HTML 48K
24: R11 Note 5 - Related Party Transactions HTML 58K
49: R12 Note 6 - Convertible Promissory Note HTML 59K
78: R13 Note 7 - Derivative Obligations HTML 57K
34: R14 Note 8 - Commitments and Contingencies HTML 52K
25: R15 Note 9 - Leases HTML 49K
50: R16 Note 10 - Stockholders' Equity HTML 133K
79: R17 Note 11 - Concentrations HTML 44K
35: R18 Note 12 - Segment Reporting HTML 85K
23: R19 Note 13 - Income Taxes HTML 79K
68: R20 Note 14 - Employee Retirement Plan HTML 30K
75: R21 Note 15 - Subsequent Events HTML 34K
46: R22 Significant Accounting Policies (Policies) HTML 329K
19: R23 Note 2 - Summary of Significant Accounting HTML 131K
Policies (Tables)
69: R24 Note 3 - Intangible Assets and Goodwill (Tables) HTML 115K
76: R25 Note 4 - Equipment and Leasehold Improvements, Net HTML 46K
(Tables)
47: R26 Note 6 - Convertible Promissory Note (Tables) HTML 35K
20: R27 Note 7 - Derivative Obligations (Tables) HTML 62K
67: R28 Note 8 - Commitments and Contingencies (Tables) HTML 37K
77: R29 Note 9 - Leases (Tables) HTML 43K
82: R30 Note 10 - Stockholders' Equity (Tables) HTML 107K
52: R31 Note 11 - Concentrations (Tables) HTML 37K
22: R32 Note 12 - Segment Reporting (Tables) HTML 85K
32: R33 Note 13 - Income Taxes (Tables) HTML 68K
81: R34 Note 1 - Description of Business, Going Concern HTML 72K
and Basis of Presentation (Details Textual)
51: R35 Note 2 - Summary of Significant Accounting HTML 100K
Policies (Details Textual)
21: R36 Note 2 - Summary of Significant Accounting HTML 68K
Policies - Revenues (Details)
31: R37 Note 2 - Summary of Significant Accounting HTML 31K
Policies - Remaining Performance Obligations
(Details)
80: R38 Note 2 - Summary of Significant Accounting HTML 62K
Policies - Remaining Performance Obligations 2
(Details)
54: R39 Note 2 - Summary of Significant Accounting HTML 39K
Policies - Anti-dilutive Securities (Details)
72: R40 Note 3 - Intangible Assets and Goodwill (Details HTML 28K
Textual)
62: R41 Note 3 - Intangible Assets and Goodwill - Goodwill HTML 42K
and Intangible Assets (Details)
18: R42 Note 3 - Intangible Assets and Goodwill - Summary HTML 71K
of Intangible Assets (Details)
45: R43 Note 3 - Intangible Assets and Goodwill - Future HTML 41K
Amortization Expense (Details)
71: R44 Note 4 - Equipment and Leasehold Improvements, Net HTML 27K
(Details Textual)
61: R45 Note 4 - Equipment and Leasehold Improvements, Net HTML 53K
- Summary of Property, Plant, and Equipment
(Details)
17: R46 Note 5 - Related Party Transactions (Details HTML 145K
Textual)
44: R47 Note 6 - Convertible Promissory Note (Details HTML 107K
Textual)
70: R48 Note 6 - Convertible Promissory Note - Assumptions HTML 38K
(Details)
63: R49 Note 7 - Derivative Obligations (Details Textual) HTML 31K
57: R50 Note 7 - Derivative Obligations - Fair Value HTML 38K
Assumptions (Details)
83: R51 Note 7 - Derivative Obligations - Fair Value HTML 35K
Hierarchy (Details)
39: R52 Note 7 - Derivative Obligations - Change in Fair HTML 30K
Value of Derivative Liabilities (Details)
27: R53 Note 8 - Commitments and Contingencies (Details HTML 58K
Textual)
59: R54 Note 8 - Commitments and Contingencies - Changes HTML 35K
in Product Liability Included in Accrued
Liabilities (Details)
85: R55 Note 9 - Leases (Details Textual) HTML 42K
40: R56 Note 9 - Leases - Lease Information (Details) HTML 37K
28: R57 Note 9 - Leases - Maturities of Lease Liabilities HTML 43K
(Details)
56: R58 Note 10 - Stockholders' Equity (Details Textual) HTML 196K
87: R59 Note 10 - Stockholders' Equity - Warrant Activity HTML 44K
(Details)
41: R60 Note 10 - Stockholders' Equity - Stock-based HTML 35K
Compensation (Details)
15: R61 Note 10 - Stockholders' Equity - Option Activity HTML 68K
for Stock Option Plans (Details)
64: R62 Note 10 - Stockholders' Equity - Non-vested Stock HTML 49K
Options Activity (Details)
73: R63 Note 10 - Stockholders' Equity - Schedule of HTML 35K
Assumptions (Details)
42: R64 Note 11 - Concentrations (Details Textual) HTML 53K
16: R65 Note 11 - Concentrations - Summary of Net HTML 36K
Equipment by Geographic Area (Details)
65: R66 Note 12 - Segment Reporting (Details Textual) HTML 26K
74: R67 Note 12 - Segment Reporting - Summary of Operating HTML 59K
Results by Reportable Segments (Details)
43: R68 Note 12 - Segment Reporting - Sales to Customers HTML 36K
(Details)
14: R69 Note 13 - Income Taxes (Details Textual) HTML 50K
26: R70 Note 13 - Income Taxes - Reconciliation of Federal HTML 50K
Income Tax Attributable to Operations to Income
Tax Expense (Benefit) (Details)
36: R71 Note 13 - Income Taxes - Components of Company's HTML 65K
Deferred Tax Assets and Liabilities for Federal
and State Income Taxes (Details)
89: R72 Note 14 - Employee Retirement Plan (Details HTML 28K
Textual)
60: R73 Note 15 - Subsequent Events (Details Textual) HTML 48K
53: XML IDEA XML File -- Filing Summary XML 166K
66: EXCEL IDEA Workbook of Financial Reports XLSX 92K
8: EX-101.INS XBRL Instance -- thmo-20191231 XML 2.84M
10: EX-101.CAL XBRL Calculations -- thmo-20191231_cal XML 170K
11: EX-101.DEF XBRL Definitions -- thmo-20191231_def XML 1.66M
12: EX-101.LAB XBRL Labels -- thmo-20191231_lab XML 1.37M
13: EX-101.PRE XBRL Presentations -- thmo-20191231_pre XML 1.69M
9: EX-101.SCH XBRL Schema -- thmo-20191231 XSD 232K
48: ZIP XBRL Zipped Folder -- 0001437749-20-005945-xbrl Zip 236K
Exhibit 4.8
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended
Our Certificate of Incorporation authorizes the issuance of up to 350,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock, par value $0.001 per share. The rights and preferences of the preferred stock may be established from time to time by our board of directors.
As of December 31, 2019, ThermoGenesis Holdings, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was its common stock, par value $.001 per share.
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Sixth Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), which is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated by reference herein.
Common Stock
Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, except matters that relate only to one or more of the series of preferred stock, and each holder does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. According to our Bylaws, all matters are decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and voting at any meeting of the stockholders during which a quorum is present, except as otherwise provided in the Certificate of Incorporation, in the Bylaws or by law.
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Holders of common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are, and the shares of common stock offered by us in this offering, when issued and paid for, will be fully paid and nonassessable. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate in the future.
Effect of Certain Provisions of our Certificate of Incorporation and Bylaws and the Delaware Anti-Takeover Statute
Certificate of Incorporation and Bylaws
Some provisions of Delaware law and our Certificate of Incorporation and Bylaws contain provisions that could make the following transactions more difficult:
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acquisition of us by means of a tender offer; |
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acquisition of us by means of a proxy contest or otherwise; or |
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removal of our incumbent officers and directors. |
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids and to promote stability in our management. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.
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Undesignated Preferred Stock. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company. |
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Stockholder Meetings. Our Bylaws provide that a special meeting of stockholders may be called only by the board of directors. |
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Requirements for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. |
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Board of Directors Vacancies. Under our Bylaws, any vacancy on the board of directors, including a vacancy resulting from an enlargement of the board of directors, may be filled by vote of a majority of the remaining directors. The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. |
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Board of Directors Size. Under our Bylaws, the board of directors has the power to set the size of the board. The ability to increase or decrease the size of the board in conjunction with the other provisions above could make it more difficult for a third party to acquire control of the Company. |
Delaware Anti-Takeover Statute
We are subject to Section 203 of the Delaware General Corporation Law (“DGCL”). This law prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
Section 203 defines “business combination” to include:
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any merger or consolidation involving the corporation and the interested stockholder; |
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any sale, transfer, pledge or other disposition of 10% or more of our assets involving the interested stockholder; |
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in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or |
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
In general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/24/20 | 8-K | ||
| Filed on: | 3/23/20 | |||
| For Period end: | 12/31/19 | 10-K/A, 3, 8-K, CORRESP | ||
| List all Filings | ||||
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 8/11/22 ThermoGenesis Holdings, Inc. 10-Q 6/30/22 54:4.5M 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 3/17/21 ThermoGenesis Holdings, Inc. 10-K 12/31/20 81:7M RDG Filings/FA |