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): May 19, 2020
THERMOGENESIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 333-82900 | | 94-3018487 |
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(State or Other Jurisdiction | | (Commission | | (IRS Employer |
of Incorporation) | | File Number) | | Identification No.) |
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2711 Citrus Road, Rancho Cordova, California | | 95742 |
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(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 Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $.001 par value | THMO | 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. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On May 19, 2020, ThermoGenesis Holdings, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) entered into Amendment No. 1 to At The Market Offering Agreement (the “Amendment”).
As previously disclosed through the Company’s public filings with the Securities and Exchange Commission (the “Commission”), the Company and Wainwright previously entered into an At The Market Offering Agreement, dated December 13, 2019 (the “Offering Agreement”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock (the “Placement Shares”) having an aggregate value of up to $4,400,000, through Wainwright acting as sales agent, through an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act”). The Amendment amends the Offering Agreement to increase the number of Placement Shares that may be offered and sold under the Offering Agreement to an aggregate value of up to $15,280,313 (which includes $280,312.58 in aggregate value of shares sold under the Offering Agreement prior to the Amendment). Except as specifically amended by the Amendment, the Offering Agreement remains in full force and effect and all other terms of the Offering Agreement remain unchanged.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
Attached as Exhibit 5.1 to this Current Report on Form 8-K is the opinion of Foley & Lardner LLP relating to the legality of the issuance and sale of the Placement Shares under the Offering Agreement (as amended by the Amendment).
This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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. |
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Dated: May 20, 2020 | | /s/ Jeff Cauble |
| | | Jeff Cauble Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
