Form 8-K - Current report

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): December 31, 2024

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

N/A
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

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 1.01.

Entry into a Material Definitive Agreement.

On December 31, 2024, the Board of Directors of ThermoGenesis Holdings, Inc. (the “Company”) reached consensus to close the Company’s Indian subsidiary, TotipotentRx Cell Therapy Private Limited (the “Indian Sub”). The closure of the Indian Sub will be effective immediately. Currently, there are minimal activities in the Indian Sub and the closure will not impact the Company’s key business operation.

The unanimous board of director approval is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

Exhibit 10.1.	Board of Directors approval, dated as of December 31, 2024, to close India subsidiary TotipotentRx Cell Therapy Private Limited.
Exhibit 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: January 6, 2025		/s/ Xiaochun “Chris” Xu
		Xiaochun “Chris” Xu, Chief Executive Officer

Exhibit 10.1

THERMOGENESIS HOLDINGS, INC.

UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS

The undersigned, constituting all of the members of the Board of Directors (the “Board”) of ThermoGenesis Holdings, Inc. (the “Company”), acting pursuant to the authority conferred upon them by the Delaware General Corporation Law (“DGCL”), do hereby ratify, confirm and adopt the following recitals and resolutions and take the following actions by this, their written consent, which shall have the same force and effect as if adopted at a duly noticed and validly held meeting of the Board, and a copy of which shall be filed with the minutes of the Board.

WHEREAS, the Company intends to dissolve its India subsidiary TotipotentRx Cell Therapy Private Limited, a company incorporated under the law of India (the “Indian Business”).

NOW, BE IT RESOLVED, that Dr. Xiaochun (Chris) Xu and any other officers of the Company (the “Appropriate Officers”), be, and each of them hereby is, authorized, empowered, and directed to execute and deliver the dissolution of Indian Business on behalf of the Company, and to cause the Company to perform thereunder.

This Unanimous Written Consent may be executed in any number of counterparts, each of which when so executed shall constitute an original, and all of which shall be deemed one and the same instrument, and which counterparts may be delivered by facsimile or electronic transmission or in any manner permitted by the DGCL.

IN WITNESS WHEREOF, the undersigned members of the Board of Directors of the Company have executed this Unanimous Written Consent of the Board of Directors of ThermoGenesis Holdings, Inc. effective as of the date last signed by the following members.


Date: December 31, 2024		/s/ Xiaochun “Chris” Xu
		Xiaochun (Chris) Xu, PhD



Date: December 31, 2024		/s/ Biao Xu
		Biao Xu, PhD

Document And Entity Information	Dec. 31, 2024
Document Information [Line Items]
Entity, Registrant Name	THERMOGENESIS HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Dec. 31, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	333-82900
Entity, Tax Identification Number	94-3018487
Entity, Address, Address Line One	2711 Citrus Road
Entity, Address, City or Town	Rancho Cordova
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	95742
City Area Code	916
Local Phone Number	858-5100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000811212