ThermoGenesis Holdings Inc. filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation, Financial Statements and Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

 

 

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

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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:

 

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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.          ☐

 

 

 

On July 9, 2024, ThermoGenesis Holdings, Inc. (the “Company”) received a notice of default (the “Default Notice”) from Boyalife Group (USA), Inc. (the “Lender”) under the First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, between the Company and Lender, as amended (the “Credit Agreement”), and under the Second Amended and Restated Convertible Promissory Note, dated March 4, 2022, as amended, issued by the Company to the Lender under the Credit Agreement (the “Note”). The Default Notice states and declares that a default occurred under the Credit Agreement and Note as of July 9, 2024, for failure to make a required interest payment and declares the entire balance of the Note to be immediately due and payable. The Note is secured by the Company’s shares in its ThermoGenesis Corp. subsidiary. The Default Notice also states that if the entire outstanding balance of the Note including accrued interest, which is $3,441,000 as of July 1, 2024, is not paid in full to the Lender on or before July 11, 2024, the Lender elects to “take all equity of the collateral assets, TG Corp. without any further consent action from the Company.” The Company will not have the ability to pay the Note in full by July 11, 2024, and anticipates that the Lender will elect to exercise its rights under the Note. A copy of the Default Notice is filed as Exhibit 99.1 hereto.

 

 

 

(d) Exhibits.

 

 

 

 

 

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.