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~~June 296, 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

(Former Name or Former Address, if Changed Since Last Report)

N/A

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 83.01. Notice ~~Entry~~of ~~into~~Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnAs ~~May~~previously 29disclosed, on April 19, 2024, ThermoGenesis ~~Corp~~Holdings, Inc. (the “Company”), ~~entered~~received ~~into~~ a ~~Manufacture~~notice ~~and Supply Agreement~~ (the “~~Agreement~~Nasdaq Notice”) ~~with~~from ~~CBR~~The ~~Systems,~~Nasdaq ~~Inc.~~Stock Market (“~~CBR~~Nasdaq”). ~~Under~~that the ~~terms~~Company’s ofstockholders’ ~~the~~equity ~~Agreement,~~as ~~the~~reported ~~Company~~on ~~will~~its ~~supply~~Form ~~CBR~~10-K ~~with~~for the ~~Company~~year ended December 31, 2023, does not comply with Nasdaq’s ~~AutoXpress®~~Listing ~~System~~ Rule 5550(~~“AXP”~~b)(1) ~~cord~~that ~~blood~~requires ~~processing~~the ~~system~~Company ~~and~~to ~~disposables.~~maintain ~~The~~a ~~term~~minimum of ~~the~~$2,500,000 ~~Agreement~~in isstockholders’ equity for ~~three~~continued ~~(3)~~listing. ~~years~~Additionally, ~~with~~as ~~automatic~~of ~~renewal~~the indate ~~one-year~~of ~~increments~~the ~~unless~~report, ~~either~~the ~~party~~Company ~~provides~~did anot ~~six~~meet ~~(6)~~the ~~month~~alternatives ~~notice~~of market value of ~~non-renewal~~listed securities or net income from continuing operations under Nasdaq Listing Rules.

InOn ~~furtherance~~June of6, ~~the Agreement~~2024, the Company ~~and~~received ~~CBR~~an ~~entered~~additional ~~into~~notice an(the ~~Amended~~“Determination ~~and~~Notice”) ~~Restated~~from ~~Technology~~Nasdaq’s ~~License~~Staff ~~and~~(the ~~Escrow~~“Staff”) ~~Agreement.~~notifying ~~Under~~ the ~~terms~~Company ofthat the ~~agreement,~~Staff denied the ~~events~~Company’s orrequest ~~conditions~~for continued listing on Nasdaq as they determined that ~~constitute~~the Company did not provide a ~~default~~definitive ~~were~~plan ~~changed~~evidencing its ability to ~~remove~~achieve ~~the~~near ~~financial~~term ~~covenant~~compliance ~~requiring~~with the ~~Company’s~~continued ~~cash~~listing ~~balance~~requirements toor besustain atthe ~~least~~compliance ~~$1,000,000~~over ~~net~~an ofextended ~~non-convertible~~period ~~debt~~of ~~and~~time. The ~~borrowed~~Determination ~~funds~~Notice stated that ~~are~~trading ~~payable~~of ~~with~~the ~~one~~Company’s ~~year~~common atstock ~~each~~will ~~month~~be ~~end.~~suspended ~~Additionally,~~at the ~~agreement~~opening ~~removes~~of ~~the~~business ~~safety~~on ~~stock~~June ~~requirement~~17, ~~for~~2024 (the ~~Company~~“Nasdaq Delisting Date”), and ~~changes~~a ~~the~~Form ~~requirement~~25-NSE ~~that~~will ~~the~~be ~~Company~~filed ~~must~~with ~~deliver~~the ~~AXP~~Securities ~~products~~and ~~within~~Exchange ~~120~~Commission, ~~days~~which ofwill remove the ~~delivery~~Company’s ~~date~~securities ~~requested~~from bybeing ~~CBR~~listed toon ~~90 days~~Nasdaq.

The ~~foregoing~~Determination ~~description~~Letter ofinformed the ~~Agreement~~Company isthat ~~incomplete~~it ~~and~~may isappeal ~~qualified~~the byStaff’s ~~reference~~decision to ~~the~~a ~~full~~Hearings ~~text~~Panel. The Company may request either an oral hearing or a hearing based on written submissions for a fee of $20,000. If the ~~Agreement~~Company chooses to appeal, ~~which~~the request must be received by Nasdaq no later than 4:00 p.m. Eastern Time on June 13, 2024. The Company is ~~attached~~reviewing asits ~~Exhibit~~options, 10but currently does not intend to appeal.1 If ~~hereto~~the Company doesn’t appeal, its common stock is expected to begin trading on the Over-the-Counter Market (“OTC”) after the Nasdaq Delisting Date and ~~incorporated~~obtaining ~~herein~~approval byfrom ~~reference~~FINRA. However, there are no assurances that trading of the Company’s common stock on the OTC will commence promptly, or at all, or will be maintained.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1†	Manufacturing and Supply Agreement, effective as of May 29, 2024, between ThermoGenesis Holdings, Inc. and CBR Systems, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). Information redacted from this Exhibit has been marked by the following [**].

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 4, 2024		/s/ Jeffery Cauble
Dated: June 11, 2024		/s/ Jeffery Cauble
		Jeffery Cauble Chief Financial Officer

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