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): January 30, 2006
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-16375
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94-3018487 |
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| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| incorporation or organization) |
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2711 Citrus Road
Rancho Cordova, California 95742
(Address and telephone number of principal executive offices) (Zip Code)
(916) 858-5100
(Registrant’s telephone number, including area code)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 — Registrant’s Business and Operations
Section 1.01 Entry into a Material Definitive Agreement
On January 30, 2006, ThermoGenesis Corp. (the “Company”) entered into an Equity Underwriting
Agreement with Deutsche Bank Securities Inc. and Jefferies and Company, Inc. (collectively, the
“Underwriters”), relating to the sale and issuance of an
aggregate of 8,000,000 shares of the
Company’s common stock. The Company also granted an option to the Underwriters to purchase up to
an additional 800,000 shares within 30 days after the offering,
to cover over-allotments, if any. The price to the public is to be
$4.00 per share, and the net proceeds before expenses to the
Company from the offering are expected to be approximately $30.1 million.
A copy of the Equity Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated
herein by reference.
Section 7 — Regulation FD Disclosure
Section 7.01 Regulation FD Disclosure
On January 31, 2006, the Company issued a press release announcing the pricing of the
offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Section 9 — Financial Statements and Exhibits
Section 9.01 Financial Statements and Exhibits
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| Exhibit No. |
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Exhibit Description |
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1.1 |
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Equity Underwriting Agreement, dated January 30, 2006 |
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99.1 |
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Press release dated January 31, 2006, titled “ThermoGenesis Corp. Announces
Pricing of Offering of Common Stock” |
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99.2 |
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Prospectus
Supplement, dated January 30, 2006 |
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