Delaware
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333-82900
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94-3018487
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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2711 Citrus Road, Rancho Cordova, California
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95742
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(Address of Principal Executive Offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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THMO
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The Nasdaq Stock Market LLC
(The Nasdaq Capital Market)
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Name of Director, Director Nominee or Named
Executive Officer
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Amount and Nature of
Beneficial Ownership(1)
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Percent of
Class
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Xiaochun (Chris) Xu, Ph.D., MBA
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7,538,267(2)
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73%
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Jeffery Cauble, CPA
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465(4)
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*
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Russell Medford, Ph.D.
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375(3)
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*
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Jeff Thomis, Ph.D.
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372(3)
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*
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Biao Xi, Ph.D.
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--
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*
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James Xu, Esq., DBA, PsyD, J.D., CPA
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--
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*
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Haihong Zhu
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1,002(3)
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*
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Officers & Directors as a Group (7 persons)
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7,540,481
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73%
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Name and Address of 5% Beneficial Owners
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Boyalife Group Inc.
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7,535,821(5)
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73%
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*
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Less than 1%.
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(1)
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“Beneficial Ownership” is defined pursuant to Rule 13d-3 of the Exchange Act, and generally means any person who directly or indirectly has or shares voting or investment power with respect to a security. A person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of the security within 60 days, including, but not limited to, any right to acquire the security through the exercise of any option or warrant or through the conversion of a security. Any securities not outstanding that are subject to options or warrants shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by that person, but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Some of the information with respect to beneficial ownership has been furnished to us by each director or officer, as the case may be.
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(2)
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Dr. Xu’s beneficial ownership represents (i) 2,446 shares issuable upon the exercise of options; (ii) 7,208,700 shares issuable as of November 17, 2023 upon the conversion of the Second Amended and Restated Convertible Promissory Note payable by the Company to Boyalife Group Inc.; and (iii) 327,121 shares owned by Boyalife Group Inc. Dr. Xu has sole voting and dispositive power over the shares held by Boyalife Group Inc.
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(3)
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Represents shares issuable upon the exercise of options that are vested as of November 17, 2023 or within 60 days thereafter.
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(4)
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Includes 20 common shares and 445 shares issuable upon the exercise of options that are vested as of November 17, 2023 or within 60 days thereafter.
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(5)
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Consists of 327,121 common shares owned by Boyalife Group Inc. and 7,208,700 common shares issuable upon the conversion of the Second Amended and Restated Convertible Promissory Note payable by the Company to Boyalife Group Inc. Dr. Xu has sole voting and dispositive power over Boyalife Group Inc. The principal business address of Boyalife Group Inc. is 2453 S. Archer Ave., Suite B, Chicago, IL 60616.
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THERMOGENESIS HOLDINGS, INC.
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Dated: November 21, 2023
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/s/ Jeffery Cauble
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Jeffery Cauble
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Chief Financial Officer | ||
(Principal Financial Officer and Principal | ||
Accounting Officer) |