thmo20210930

thmo20210930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2021.

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from _____________ to _______________.

Commission File Number: 333-82900 ThermoGenesis Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware (State of incorporation)		94-3018487 (I.R.S. Employer Identification No.)

2711 Citrus Road Rancho Cordova, California 95742 (Address of principal executive offices) (Zip Code)

(916) 858-5100 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value	THMO	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 12, 2021
Common stock, $.001 par value		11,911,784

Table of Contents

ThermoGenesis Holdings, Inc.

INDEX

		Page Number
Part I Financial Information

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24

Part II Other Information

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults upon Senior Securities	25
Item 4.	Mine Safety Disclosure	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

Signatures		27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ThermoGenesis Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	7,634,000		$	7,161,000
Accounts receivable, net of allowance for doubtful accounts of $212,000 at September 30, 2021 ($214,000 at December 31, 2020)		2,571,000			1,382,000
Inventories		5,538,000			5,877,000
Prepaid expenses and other current assets		1,138,000			878,000
Total current assets		16,881,000			15,298,000

Inventories, non-current		1,784,000			1,221,000
Equipment and leasehold improvements, net		1,339,000			1,424,000
Right-of-use operating lease assets, net		614,000			730,000
Goodwill		781,000			781,000
Other intangible assets, net		1,326,000			1,358,000
Other assets		48,000			48,000
Total assets	$	22,773,000		$	20,860,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,502,000		$	1,366,000
Accrued payroll and related expenses		461,000			349,000
Deferred revenue – short-term		943,000			608,000
Convertible promissory note – related party, net		8,417,000			--
Interest payable – related party		1,668,000			2,082,000
Note payable – short-term		--			447,000
Convertible promissory note, net		733,000			--
Other current liabilities		1,011,000			1,291,000
Total current liabilities		14,735,000			6,143,000

Convertible promissory note – related party, net		--			5,935,000
Convertible promissory note, net		--			493,000
Note payable		--			199,000
Operating lease obligations – long-term		455,000			604,000
Deferred revenue – long-term		1,395,000			1,596,000
Other noncurrent liabilities		20,000			20,000
Total liabilities		16,605,000			14,990,000

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.001 par value; 2,000,000 shares authorized, none outstanding		--			--
Common stock, $0.001 par value; 350,000,000 shares authorized; 11,911,784 issued and outstanding (8,934,952 at December 31, 2020)		12,000			9,000
Additional paid in capital		268,336,000			259,058,000
Accumulated deficit		(262,009,000	)		(253,283,000	)
Accumulated other comprehensive loss		28,000			16,000
Total ThermoGenesis Holdings, Inc. stockholders’ equity		6,367,000			5,800,000

Noncontrolling interests		(199,000	)		70,000
Total equity		6,168,000			5,870,000
Total liabilities and equity	$	22,773,000		$	20,860,000

See accompanying notes.

Table of Contents

ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020

Net revenues	$	3,158,000		$	2,355,000		$	6,876,000		$	7,797,000
Cost of revenues		2,043,000			844,000			4,067,000			7,426,000

Gross profit (loss)		1,115,000			1,511,000			2,809,000			371,000

Expenses:
Selling, general and administrative		1,677,000			1,844,000			7,171,000			5,913,000
Research and development		543,000			750,000			1,544,000			1,937,000

Total operating expenses		2,220,000			2,594,000			8,715,000			7,850,000

Loss from operations		(1,105,000	)		(1,083,000	)		(5,906,000	)		(7,479,000	)

Other expenses:
Interest expense		(1,530,000	)		(1,531,000	)		(4,573,000	)		(6,377,000	)
Gain/(loss) on extinguishment of debt		--			--			652,000			--
Other income/(expense)		843,000			5,000			833,000			(6,000	)

Total other expense		(687,000	)		(1,526,000	)		(3,088,000	)		(6,383,000	)

Net loss		(1,792,000	)		(2,609,000	)		(8,994,000	)		(13,862,000	)

Loss attributable to noncontrolling interests		(18,000	)		(146,000	)		(269,000	)		(360,000	)
Net loss attributable to common stockholders	$	(1,774,000	)	$	(2,463,000	)	$	(8,725,000	)	$	(13,502,000	)

COMPREHENSIVE LOSS
Net loss	$	(1,792,000	)	$	(2,609,000	)	$	(8,994,000	)	$	(13,862,000	)
Other comprehensive loss:
Foreign currency translation adjustments gain (loss)		(1,000	)		(19,000	)		12,000			20,000
Comprehensive loss		(1,793,000	)		(2,628,000	)		(8,982,000	)		(13,842,000	)
Comprehensive loss attributable to noncontrolling interests		(18,000	)		(146,000	)		(269,000	)		(360,000	)
Comprehensive loss attributable to common stockholders	$	(1,775,000	)	$	(2,482,000	)	$	(8,713,000	)	$	(13,482,000	)

Per share data:

Basic and diluted net loss per common share	$	(0.15	)	$	(0.37	)	$	(0.74	)	$	(2.36	)

Weighted average common shares outstanding – basic and diluted		11,911,784			6,711,664			11,757,211			5,728,105

See accompanying notes.

Table of Contents

ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Equity

For the Three and Nine Months Ended September 30, 2021 (Unaudited)

	Shares		Common Stock		Paid in Capital in Excess of Par		Accumulated Deficit			AOCL*		Non- Controlling interests		Total Equity
Balance at January 1, 2021		8,934,952	$	9,000	$	259,058,000	$	(253,283,000	)	$	16,000	$	70,000	$	5,870,000

Stock-based compensation expense		--		--