| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ThermoGenesis Holdings, Inc. [ THMO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 01/03/2020 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/26/2019 | S(1) | 683,824 | D(1) | $2,277,134 | 0 | I | By Boyalife (Hong Kong) Ltd. | ||
| Common Stock | 12/26/2019 | P(1) | 683,824 | A(1) | $2,277,134 | 683,824 | I | By Boyalife Asset Holding II, Inc. | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to Purchase Common Stock | $80 | 12/26/2019 | S(1) | 352,942(1) | 12/26/2016 | 02/13/2021 | Common Stock | 352,942 | $10(1) | 0 | I | By Boyalife (Hong Kong) Ltd. | |||
| Warrants to Purchase Common Stock | $80 | 12/26/2019 | P(1) | 352,942 | 12/26/2016 | 02/13/2021 | Common Stock | 352,942 | $10(1) | 352,942 | I | By Boyalife Asset Holding II, Inc. | |||
| Participation Interest in Convertible Note(2) | $1.8 | 12/20/2019 | J(2) | $1,080,000 | 12/20/2019 | 03/06/2022 | Common Stock | 600,000 | $2,000,000 | $9,445,000(2)(3) | I | By Boyalife Asset Holding II, Inc. | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On December 26, 2019, Boyalife (Hong Kong) Ltd. ("Boyalife HK") sold to Boyalife Asset Holding II, Inc. ("Boyalife AH") an aggregate of 683,824 shares of the Issuer's common stock for an aggregate purchase price of $2,227,134 (or $3.33 per share) and warrants to purchase 352,942 shares of issuer common stock for an aggregate purchase price of $10.00. Boyalife AH is 100% owned by Boyalife Group, Inc., which is 100% owned by Mr. Xiaochun Xu, and Boyalife HK is owned 100% by Ms. Yishu Li, the spouse of Mr. Xiaochun Xu. Accordingly, the transaction resulted in a change in the form of beneficial ownership of the shares and did not result in a change in Mr. Xu's and Ms. Li's pecuniary interest in the shares. |
| 2. On December 20, 2019, Boyalife AH sold to a third party in a private transaction a participation interest in the Second Amended and Restated Convertible Promissory Note, dated April 16, 2018, issued by the Issuer and held by Boyalife AH (the "Convertible Note"). Boyalife AH sold to the third party a participation interest in the Convertible Note equal to $1,080,000 in face value of the Convertible Note plus interest accruing thereon after December 20, 2019. The Convertible Note and interest thereon is convertible into shares of Issuer common stock at a conversion price of $1.80 (subject to adjustment), with the participation interest representing a right to receive 600,000 conversion shares as of December 20, 2019, plus an additional share for each $1.80 of interest accrued thereafter, subject to a conversion blocker of 4.99%. |
| 3. Represents the amount of principal and interest remaining under the Convertible Note as of the date of this Form 4 that is not subject to the participation interest described in preceding Note 2. |
| Remarks: |
| This amendment to Form 4 is being filed to revise certain transaction codes in the originally filed Form 4 and to revise footnote 2 therein to provide additional detail. All share numbers, warrant numbers, exercise prices, and conversion prices on this Form 4 reflect the Issuer's one-for-ten reserve stock split of its common stock that occurred on June 4, 2019. |
| /s/ Xiaochun Xu | 04/30/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
