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
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 |
