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In connection with the transaction, ThermoGenesis and SynGen entered into an Asset Acquisition Agreement, dated July 7, 2017, setting forth the terms and conditions relating to the transfer of the SynGen assets and business in exchange for the Transaction Consideration (the “Acquisition Agreement”). No liabilities of SynGen were assumed by ThermoGenesis under the Acquisition Agreement other than obligations first arising after the closing under specified assigned contracts. The Acquisition Agreement also contains customary representations, warranties, indemnities, and covenants. As reflected in the Asset Acquisition Agreement and other transaction documents, the ThermoGenesis common stock issued as transaction consideration will be transferred to and held by SynGen’s senior secured creditor, Bay City Capital Fund V, L.P. and a related co-investment fund (collectively, “Bay City”), as partial repayment of amounts owed to Bay City under certain debt arrangements.

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As provided in the Acquisition Agreement, Philip H. Coelho, the co-founder and chief technology officer of SynGen, has joined ThermoGenesis as its Chief Technology Officer in connection with the transaction, and 11 other SynGen employees also joined ThermoGenesis.

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ThermoGenesis, the Company, and Bay City entered into a Voting Agreement (the “Voting Agreement”) that establishes the size and composition of the ThermoGenesis board of directors (the “ThermoGenesis Board”). The Voting Agreement provides that, for so long as Bay City continues to hold at least 5% of the ThermoGenesis outstanding common stock, the ThermoGenesis Board will be comprised of five members, two of whom are designated by the Company (who will initially be Chris Xu and Vivian Liu), one of whom is designated by Bay City (who will initially be Carl Goldfischer), and two of whom will be independent directors designated by each of the Company and Bay City, respectively, with the independent directors to be selected in the future. The Voting Agreement also contains a “drag-along” right applicable to any sale of ThermoGenesis that is approved by the holders of at least 85% of the outstanding ThermoGenesis common stock.

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ThermoGenesis, the Company, and Bay City entered a Right of First Refusal and Co-Sale Agreement (the “ROFR Agreement”) in which the Company and Bay City agreed that, in the event that either seeks to transfer all or any portion of its common stock in ThermoGenesis to a non-affiliated third party, the transferring stockholder must first offer to sell such stock on the same terms to the other party. In the event that the right of first refusal is not exercised, the non-transferring party will have co-sale rights with respect to the third-party transfer. The provisions of the ROFR Agreement will terminate upon Bay City and its affiliates ceasing to own at least 2% of the outstanding common stock of ThermoGenesis or, if earlier, upon certain public offerings or sale transactions by ThermoGenesis.

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ThermoGenesis and Bay City also entered into an Investors’ Rights Agreement (the “IRA”) granting to Bay City certain piggyback and “Form S-3” registration rights in the event that ThermoGenesis becomes a publicly traded company at any time in the future. The IRA also grants Bay City a right, with certain exceptions, to participate in future equity issuances by ThermoGenesis to the extent necessary to enable Bay City to maintain its ownership percentage in ThermoGenesis, and it also grants Bay City the right to receive certain financial and other information from ThermoGenesis. The IRA also provides that, so long at Bay City owns 5% of the outstanding ThermoGenesis stock, ThermoGenesis will not enter into convertible debt transactions in an amount in excess of $5.0 million without the consent of the director appointed by Bay City.

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In connection with the SynGen Transaction, ThermoGenesis adopted and filed an Amended and Restated Certificate of Incorporation (the “Restated Charter”) that includes supermajority voting provisions to which the holders of at least 85% of outstanding ThermoGenesis common stock must approve certain types of transactions by ThermoGenesis. These transactions include, subject to specified exceptions and limitations, liquidating transactions, a merger by ThermoGenesis, sales of all or substantially all of ThermoGenesis assets, creation of new classes of securities with senior rights, stock redemptions, transfers of certain material assets, and increases in authorized stock in excess of 5 million shares per year.

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As a part of the SynGen Transaction and in consideration of the parties’ agreements thereto, SynGen, Philip Coelho, and the Company settled the pending dispute between the parties >Cesca Therapeutics Inc. v. SynGen Inc., PHC Medical, Inc., Philip Coelho, Terrence Wolf, Prince Emmanuel, and Does 1 through 10, inclusive, pending in the United States District Court for the Eastern District of California Sacramento Division. In connection with such settlement, the parties granted customary mutual releases.

Item .01.

Completion of Acquisition or Disposition of Assets.

Item 7.01.

Regulation FD Disclosure.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

(b)

Pro Forma Financial Information.

Exhibit

No.

Description

2.1

Asset Acquisition Agreement, dated July 7, 2017, between SynGen Inc. and ThermoGenesis Corp.*

10.2

Investors’ Rights Agreement, dated July 7, 2017, among ThermoGenesis Corp., Bay City Capital Fund V, L.P., and Bay City Capital Fund V Co-Investment Fund, L.P.

10.3

Right of First Refusal and Co-Sale Agreement, dated July 7, 2017, among ThermoGenesis Corp., Cesca Therapeutics Inc., Bay City Capital Fund V, L.P., and Bay City Capital Fund V Co-Investment Fund, L.P.

10.4

Amended and Restated Certificate of Incorporation of ThermoGenesis Corp.

99.1

Press Release, dated July 10, 2017