Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - ThermoGenesis Holdings, Inc. | f58571exv5w1.htm |
| EX-4.1 - EX-4.1 - ThermoGenesis Holdings, Inc. | f58571exv4w1.htm |
| EX-10.2 - EX-10.2 - ThermoGenesis Holdings, Inc. | f58571exv10w2.htm |
| EX-99.1 - EX-99.1 - ThermoGenesis Holdings, Inc. | f58571exv99w1.htm |
| EX-10.1 - EX-10.1 - ThermoGenesis Holdings, Inc. | f58571exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2011
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 333-82900 | 94-3018487 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
2711 Citrus Road
Rancho Cordova, California 95742
(Address of principal executive offices) (Zip Code)
Rancho Cordova, California 95742
(916) 858-5100
(Registrant’s telephone number, including area code)
Not Applicable
Former name or former address, if changed since last report
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EX-4.1 | ||||||||
| EX-5.1 | ||||||||
| EX-10.1 | ||||||||
| EX-10.2 | ||||||||
| EX-99.1 | ||||||||
Table of Contents
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2011, ThermoGenesis Corp. (the “Company”) entered into a Placement Agent Agreement
(“Placement Agent Agreement”) with Houlihan Lokey Capital, Inc., as exclusive placement agent (the
“Placement Agent”), related to a public offering (the “Offering”) by the Company of 2,250,000
shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”),
together with warrants to purchase up to an aggregate of 1,125,000 shares of Common Stock (the
“Warrants”), to each of the signatories to the Subscription Agreements, dated as of March 4, 2011
(the “Subscription Agreement”), entered into by and between the Company and each investor signatory
thereto. The Shares and Warrants will be sold together in the Offering as a unit with a per unit
purchase price of $2.00, consisting of one Share and the equivalent of a warrant to purchase
one-half share of Common Stock. The Warrants will be exercisable by the holders at an exercise
price of $2.64 per share at any time on or after the date that is six months following the date of
the closing of the Offering (the “Exercisability Date”) and will be exercisable for a period of 5
years from the closing of the offering. The net proceeds to the Company, after deducting expenses
payable by the Company and assuming no exercise of the Warrants, will be approximately $3,880,000
million. The Company expects to close the Offering on or about March 9, 2011.
The Offering is being made pursuant to a prospectus filed with the Company’s existing shelf
registration statement on Form S-3 (File No. 333-171563), which was filed with the Securities and
Exchange Commission (the “Commission”) on January 6, 2011 and declared effective by the Commission
on January 19, 2011, and the prospectus supplement dated March 7, 2011.
The Placement Agent Agreement contains customary representations, warranties and agreements by the
Company, and customary conditions to closing, indemnification obligations of the Company and the
Placement Agent, including liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions. Under the terms of the Placement Agent
Agreement, the Placement Agent, as agent of the Company, used commercially reasonable efforts to
solicit offers from potential investors in connection with the Offering and will receive a
placement fee equal to 8% of the gross proceeds of the Offering. The Placement Agent Agreement has
been attached hereto as an exhibit to provide investors and security holders with the information
regarding its terms. The representations, warranties and covenants contained in the Placement Agent
Agreement were made only for purposes of such agreement as of specific dates, were solely for the
benefit of the parties to such agreement, and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Placement Agent Agreement.
The
Subscription Agreement contains customary representations, warranties
and agreements by the Company and the investor signatories thereto,
including closing conditions and termination provisions.
The Subscription Agreement also provides the investors with rights to participate in certain future
capital raising transactions for a period of 18 months. Investors will have the right to purchase
the lesser of 50% of the securities offered or $9 million of offered securities. The company will
be required to implement the specified rights process in connection with any future financing
during the rights period as further described in the agreement.
A copy of the opinion of Weintraub Genshlea Chediak relating to the legality of the issuance and
sale of the Shares and Warrants in the Offering is attached as Exhibit 5.1 hereto. A copy of the
Placement Agent Agreement, the form of Subscription Agreement and the form of Warrant to be issued
in connection with the Offering are filed herewith as Exhibits 10.1, 10.2 and 4.1, respectively,
and are incorporated herein by reference. A copy of the Prospectus
Supplement is filed herewith as Exhibit 99.1 and incorporated herein
by reference. The foregoing descriptions of the Offering by the Company
and the documentation related
Table of Contents
thereto, including the Placement Agent Agreement, the form of the Subscription Agreement and the
form of Warrant, do not purport to be complete and are qualified in their entirety by reference to
such Exhibits.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
4.1 |
Form of Warrant | |
5.1 |
Opinion of Weintraub Genshlea Chediak. | |
10.1 |
Placement Agent Agreement by and between the Company and the Placement Agent, dated as of March 4, 2011 | |
10.2 |
Form of Subscription Agreement by and between the Company and the Purchasers, dated as of March 4, 2011 | |
23.1 |
Consent of Weintraub Genshlea Chediak (included in its opinion filed as Exhibit 5.1 hereto) | |
99.1 |
Prospectus Supplement dated March 7, 2011 |
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THERMOGENESIS CORP., a Delaware Corporation |
||||
| Dated: March 7, 2011 | /s/ Matthew T. Plavan | |||
| Matthew T. Plavan, CFO & EVP, Business Development | ||||