ThermoGenesis (THMO) 8-K Submission of Matters to a Vote of Security Holders

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 15, 2022

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 (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 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on December 15, 2022 (the “Annual Meeting”). 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	16,916,747
Withhold	363,958
Broker Non-Votes	8,983,019
Uncast	0

Vivian Liu
For	16,888,248
Withhold	392,457
Broker Non-Votes	8,983,019
Uncast	0

Russell Medford
For	17,047,314
Withhold	233,391
Broker Non-Votes	8,983,019
Uncast	0

Joseph Thomis
For	17,054,248
Withhold	226,457
Broker Non-Votes	8,983,019
Uncast	0

Haihong Zhu
For	16,906,124
Withhold	374,581
Broker Non-Votes	8,983,019
Uncast	0

2. To approve an amendment to the Company’s amended and restated certificate of incorporation, if necessary, to effect a reverse stock split of our issued and outstanding shares of common stock at an exchange ratio ranging from one-for-twenty (1:20) to one-for-fifty (1:50), with the exact ratio to be determined by our Board of Directors:

For	25,582,302
Against	637,332
Abstain	44,090
Broker Non-Votes	0
Uncast	0

3. To approve the amendment of the Company’s Amended 2016 Equity Incentive Plan to increase the aggregate number of shares of the Company’s common stock that may be issued under the plan from 1,200,000 shares to 3,000,000 shares:

For	16,690,064
Against	576,701
Abstain	13,940
Broker Non-Votes	8,983,019
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, 2022:

For	26,104,051
Against	100,982
Abstain	58,691
Broker Non-Votes	0
Uncast	0

The stockholders did not vote on any other matters at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Amendment to the Amended and Restated Certificate of Incorporation of ThermoGenesis Holdings, Inc.
10.2	Amended 2016 Equity Incentive Plan
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: December 19, 2022	/s/ Mr. Jeffery Cauble
	Jeffery Cauble, Chief Financial Officer