RANCHO CORDOVA, CA — October 25, 2022 — ThermoGenesis Holdings, Inc. (NASDAQ: THMO) (the “Company”), a market leader in automated cell processing and point-of-care, autologous cell-based therapies, today announced the pricing of its public offering of 11,783,572 shares of its common stock, $0.001 par value (the “Common Shares”) (or pre-funded warrants to purchase Common Shares in lieu thereof) and warrants to purchase up to an aggregate 11,783,572 Common Shares at an offering price to the public of $0.14 per share (or pre-funded warrant to purchase Common Shares in lieu thereof) and associated warrant.
H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.
Each Common Share (or pre-funded warrant to purchase Common Shares in lieu thereof) was sold in a unit together with one warrant to purchase one Common Share (the “Warrants”) in this offering, but will be issued separately. The Warrants will be exercisable at an exercise price of $0.14 per share beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Warrant Stockholder Approval”) and will expire on the fifth anniversary of the effective date of the Warrant Stockholder Approval. The offering is expected to close on or about October 28, 2022, subject to satisfaction of customary closing conditions.
The gross proceeds to the Company before deducting the placement agent fees and offering expenses are expected to be approximately $2.05 million, excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds to acquire various equipment, hire personnel, and to fund other expenses, all in furtherance of its planned Contract Development and Manufacturing Organization (or CDMO) for cell and cell-based gene therapies business, and for other general corporate purposes, including working capital.
A registration statement on Form S-1, as amended (File No. 333-264242), relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on October 25, 2022. This offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC. Copies of the preliminary prospectus, and when available, copies of the final prospectus relating to the offering may be obtained for free by visiting the SEC’s website at www.sec.gov or from H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, by email at firstname.lastname@example.org or by telephone at (212) 856-5711.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About ThermoGenesis Holdings, Inc.
ThermoGenesis Holdings, Inc. develops, commercializes, and markets a range of automated technologies for CAR-T and other cell-based therapies. The Company currently markets a full suite of solutions for automated clinical biobanking, point-of-care applications, and automation for immuno-oncology, including its semi-automated, functionally closed CAR-TXpress™ platform, which streamlines the manufacturing process for the emerging CAR-T immunotherapy market. For more information about ThermoGenesis, please visit: www.thermogenesis.com.
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect” and similar expressions as they relate to the Company, or its management are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in or implied by these forward-looking statements. Readers should be aware of important factors that, in some cases, have affected, and in the future could affect, actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. These factors include without limitation, market and other conditions, the satisfaction of customary closing conditions related to the offering, the expected closing of the offering, the expected use of the net proceeds from the offering, the ability to obtain capital and other financing in the amounts and at the times needed to launch new products, market acceptance of new products, the nature and timing of regulatory approvals for both new products and existing products for which the Company proposes new claims, realization of forecasted revenues, expenses and income, initiatives by competitors, price pressures, failure to meet FDA regulated requirements governing the Company’s products and operations (including the potential for product recalls associated with such regulations), risks associated with initiating manufacturing for new products, failure to meet Foreign Corrupt Practice Act regulations, legal proceedings, uncertainty associated with the COVID-19 pandemic, and other risk factors listed from time to time in our reports with the Securities and Exchange Commission, including, in particular, those set forth in ThermoGenesis Holdings’ Form 10-K for the year ended December 31, 2021.