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): June 4, 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.) |
| | |
| | |
2711 Citrus Road, Rancho Cordova, California | | 95742 |
| | |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (949) 753-0624
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, $.001 par value | THMO | 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:
☐ 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Non-Employee Director Compensation Plan
On June 4, 2020, the Board of Directors of ThermoGenesis Holdings, Inc. (the “Company”) approved the following annual cash compensation plan for non-employee directors effective July 1, 2020:
| | Committee Chairman | Non-Chairman Member |
Board of Directors | N/A | $35,000 |
Audit Committee | $15,000 | $7,500 |
Compensation Committee | $10,000 | $5,000 |
Governance and Nominating Committee | $7,000 | $3,500 |
Fees are paid in quarterly installments.
In addition, the Board of Directors approved a one-time stock option grant pursuant to the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to non-employee directors for 10,000 non-qualified stock options each at an exercise price of $5.94, which represents the closing price of the Company’s common stock on June 4, 2020. The options will vest immediately with an expiration date of June 4, 2030. The options will otherwise be subject to the terms and conditions of the 2016 Plan and the applicable award agreement, including provisions relating to termination of the option upon cessation of director service.
Approval of Amendment to 2016 Equity Incentive Plan
On June 4, 2020, the Board of Directors of the Company approved and adopted an amendment (the “Plan Amendment”) to the 2016 Plan to increase the aggregate number of shares that may be issued under the 2016 Plan from 392,500 shares to 1,273,000 shares. The Plan Amendment will be null and void if not approved by the Company’s stockholders prior to June 3, 2021. The foregoing description of the Plan Amendment is qualified in its entirety by reference to the actual text of the Plan Amendment attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Management Stock Option Grant
On June 4, 2020, the Company’s Board of Directors granted stock options to purchase an aggregate of 571,500 shares of Company common stock to certain employees and executives of the Company. The options were granted pursuant to the 2016 Plan, as amended by the Plan Amendment. The options were granted at an exercise price of $5.94 per share, which represents the closing price of the Company’s common stock on June 4, 2020. The options vest in four equal installments on each of the first four anniversaries of the grant date. The option exercise price is subject to adjustment as set forth in the 2016 Plan and the applicable award agreement, and the options will expire on the 10th anniversary of the grant date and be otherwise subject to the terms and conditions (including early termination provisions) of the 2016 Plan and the applicable award agreement.
Included in the option grants were grants to the Company’s executive officers in the following amounts:
Name and Title | Number of Options Granted |
Xiaochun “Chris” Xu, Chief Executive Officer | 240,000 |
Jeff Cauble, Chief Financial Officer | 40,000 |
No portion of the options may be exercised until the Company’s stockholders have voted to approve the Plan Amendment. The options shall be deemed cancelled and void without any further action by the Company if the Company’s stockholders have not approved the 2016 Plan Amendment on or before June 3, 2021.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 4, 2020, the Company held its 2020 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders voted to, among other things, approve the adoption of an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”). The Amended and Restated Certificate amends and restates the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended (the “Prior Certificate”), by:
| | ● | authorizing 100,000,000 shares of a new class of nonvoting common stock, par value $0.001 per share, to be designated as “Class B Common Stock”; |
| | ● | fixing and establishing the relative rights, powers and limitations of the Company’s proposed Class B Common Stock, including in comparison to the rights, powers and limitations of the Company’s Common Stock, and |
| | ● | restating and integrating the provisions of the Prior Certificate (including the multiple amendments included therein) into a single document and deleting sections of the Prior Certificate that are no longer applicable. |
On June 5, 2020, the Company filed the Amended and Restated Certificate with the Secretary of State of Delaware.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Certificate, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting on June 4, 2020, the following proposals were approved according to the following final voting results:
| | 1. | To approve the election of the following individuals as directors to the Board of Directors: |
| Xiaochun Xu | | | | |
For | | | 3,107,868 | |
Withhold | | | 34,450 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
Debra Donaghy | | | | |
For | | | 3,108,043 | |
Withhold | | | 34,275 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
Russell Medford | | | | |
For | | | 3,107,439 | |
Withhold | | | 34,879 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
Joseph Thomis | | | | |
For | | | 3,105,402 | |
Withhold | | | 36,916 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
Mark Westgate | | | | |
For | | | 3,105,329 | |
Withhold | | | 36,989 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
| | 2. | To approve the potential issuance of in excess of 19.99% of the Company’s outstanding common stock upon the conversion of an outstanding convertible note: |
For | | | 3,021,568 | |
Against | | | 94,516 | |
Abstain | | | 26,234 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
| | 3. | To approve the adoption of an Amended and Restated Certificate of Incorporation: |
For | | | 2,959,161 | |
Against | | | 156,147 | |
Abstain | | | 27,010 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
| | 4. | To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020: |
For | | | 4,868,252 | |
Against | | | 55,406 | |
Abstain | | | 41,907 | |
Broker Non-Votes | | | 0 | |
Uncast | | | 0 | |
| | 5. | To approve, on an advisory basis, the compensation of the Company’s named executive officers: |
For | | | 3,051,177 | |
Against | | | 70,820 | |
Abstain | | | 20,321 | |
Broker Non-Votes | | | 1,823,247 | |
Uncast | | | 0 | |
The stockholders did not vote on any other matters at the Annual Meeting.
Item 9.01. | Financial Statements and 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. |
| | | (Registrant) |
Dated: June 9, 2020 | | /s/ Xiaochun Xu |
| | | Xiaochun (Chris) Xu, Chief Executive Officer |
