false 0000811212 0000811212 2021-12-16 2021-12-16
 
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 16, 2021
 
THERMOGENESIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
333-82900
 
94-3018487
(State or Other Jurisdiction
 
(Commission File Number)
 
(IRS Employer
of Incorporation)
     
Identification No.)
 
2711 Citrus Rd., Rancho Cordova, CA 95742
(Address of executive offices, including zip code)
 
Registrant’s telephone number, including area code: (916) 858-5100
 
Not Applicable
(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
 
Name of each exchange on
which registered
Common Stock, $0.001 par value
 
THMO
 
The NASDAQ Stock Market LLC
 
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 8.01 Other Information.
 
On December 16, 2021, ThermoGenesis Holdings, Inc. (the “Company”) convened the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled for Thursday, December 16, 2021 at 9:00 a.m. PST, and adjourned the Annual Meeting without any business being conducted until 9:00 a.m. PST on Thursday, January 13, 2022, due to lack of a quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting.
 
Stockholders will be able to attend the adjourned Annual Meeting when it is reconvened at 2711 Citrus Rd., Rancho Cordova, CA 95742, on Thursday, January 13, 2022 at 9:00 a.m. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked in accordance with the procedures described in the Company’s proxy statement. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.
 
The close of business on October 26 2021 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting.
 
On December 17, 2021, the Company issued a press release announcing the adjournment of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
Exhibit No.
 
Description
     
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
***
 
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
 
 
 
 
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 17, 2021
 
/s/ Jeffery Cauble
   
Jeffery Cauble,
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
 
 
ThermoGenesis (NASDAQ:THMO)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more ThermoGenesis Charts.
ThermoGenesis (NASDAQ:THMO)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more ThermoGenesis Charts.