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): August 20, 2012
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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333-82900
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94-3018487
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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))
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2012, ThermoGenesis Corp. (“Company”), entered into a Product Purchase and International Distributor Agreement (the “Agreement”) with Golden Meditech Holdings Limited (“Golden Meditech”). Under the terms of the Agreement, Golden Meditech obtained the exclusive, subject to existing distributors and customers, rights to develop an installed base for the Company’s AXP® AutoXpress® (AXP) System in specified countries. This right includes the right to distribute AXP® Disposable Blood Processing Sets and use rights to the AXP® AutoXpress® (AXP) System, and other accessories used for the processing of stem cells from cord blood. Golden Meditech has rights in People’s Republic of China (excluding Hong Kong and Taiwan), India, Singapore, Indonesia, and the Philippines and may begin selling once relevant approval has been obtained in each respective country. Additionally, Golden Meditech is subject to certain annual minimum purchase commitments. The term of the Agreement is for 5 years with one year renewal options by mutual agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
For more information, see the Agreement attached as Exhibit 10.1, and the press release attached as Exhibit 99.1.
Cautionary Statement
A copy of the Agreement has been attached as an exhibit to this Report on Form 8-K to provide investors with information regarding its terms. Except for its status as a legal document governing the contractual rights among the Company and Golden Meditech in relation to the transactions described in this Item 1.01, the Agreement is not intended to be a source of factual business or operational information about the Company, Golden Meditech, or their respective businesses.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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10.1*
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Product Purchase and International Distributor Agreement between ThermoGenesis Corp. and Golden Meditech Holdings Limited dated August 20, 2012
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99.1
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Press release dated August 20, 2012
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*Portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
SIGNATURE
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.
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THERMOGENESIS CORP.,
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a Delaware Corporation
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/s/ Matthew Plavan
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Matthew Plavan,
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CEO & CFO
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