PROSPECTUS
File No. 333-104671
Filed pursuant to Rule 424(b)(1)
3,819,570
THERMOGENESIS CORP.
Common Stock
All of the shares of common stock of THERMOGENESIS CORP. offered are being
sold by the selling stockholders listed in this Prospectus. Of the shares being
sold by the selling stockholders, up to 11,976 shares may be resold upon the
exercise of outstanding warrants. The common stock and warrants were issued in a
private placement completed in March 2003. We will not receive any proceeds from
the resale of any common stock by the selling stockholders.
Our common stock is traded and listed on The Nasdaq SmallCap Market, under
the symbol "KOOL." On April 16, 2003, the last reported sale price for the
common stock was $1.99. There is no market for the warrants.
Our principle executive offices are located at 3146 Gold Camp Drive, Rancho
Cordova, California 95670. Our telephone number is (916) 858-5100.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" AT PAGE 3.
-------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April 30, 2003
Table of Contents
Part I Page
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Prospectus Summary............................................................1
Risk Factors..................................................................3
Summary Financial Information.................................................8
Company Background............................................................9
Summary of Offering..........................................................11
Use of Proceeds..............................................................11
Plan of Distribution.........................................................11
Selling Stockholders.........................................................12
Indemnification of Directors and Officers....................................14
Transfer Agent...............................................................14
Experts......................................................................14
Legal Matters................................................................15
Where Can You Find More Information..........................................15
Glossary of Certain Technical Terms..........................................17
PROSPECTUS SUMMARY
This Prospectus contains or incorporates "forward-looking statements,"
which include statements about our business strategy, our growth strategy, our
product development and marketing efforts, and anticipated trends in our
business, which are not historical facts. We may also make additional
forward-looking statements from time to time in filings that we make with the
Securities and Exchange Commission. When we use words like "believe," "expect,"
"anticipate," "project," and similar expressions, this should alert you that the
statement is forward-looking. Forward-looking statements speak only as of the
date made, based largely on expectations. These expectations are generally
subject to a number of risks and uncertainties, some of which cannot be
predicted or quantified, and which are beyond our control. Future events and
actual results may differ materially from the anticipated results expressed in,
contemplated by, or underlying our forward-looking statements. Statements in
this Prospectus, and in documents incorporated by reference into this
Prospectus, including those set forth in the caption "Risk Factors" describe
factors, among others, that could contribute to or cause differences. In light
of these risks and uncertainties, we cannot give any assurances that the
forward-looking information will in fact transpire or prove to be accurate in
the future.
Our Business
We are a leading developer and manufacturer of micro-manufacturing systems
consisting of compact robotic devices or automated devices and companion sterile
single-use disposables that our customers use to produce products sourced from
single units of blood. These biological products include hematopoietic stem
cells for bone marrow rescue transplants and blood derived proteins to assist
surgeons in arresting bleeding or gluing tissues. Our technology platforms are
designed to micro-manufacture biopharmaceutical drugs from a single donation of
blood, in contrast to the manufacture of biopharmaceutical drugs using "pools"
of blood from thousands of donors or by using expensive technology.
Our Strategy
Our strategy to take advantage of our market opportunity includes:
o Utilizing our expertise in the areas of thermodynamics and
cryopreservation;
o Developing new products through platform designs to build new products with
only a small incremental research and development investment;
o Become the leader in the design, development, manufacture, and sale of
medical devices and disposables for our customers to "micro-manufacture"
therapeutically valuable biological products from an autologous or directed
single donor unit of blood to reduce or eliminate contamination and risk of
infection to the recipient;
o Develop disposable products that are used with our platform designed
products to provide a recurrent stream of revenue; and
o Create awareness of the medical advantages of biological products processed
or stored in our products.
Risk Factors
For a discussion of considerations relevant to an investment in our common
stock, see the section entitled "RISK FACTORS" beginning on page 3.
The Offering
Common Stock Outstanding Before the Offering..........................35,301,499
Common Stock Offered by Selling Stockholders (a)....................3,819,570(a)
Common Stock Outstanding After the Offering (a).......................39,121,069
Nasdaq SmallCap Symbol......................................................KOOL
(a) Assumes that warrant holders have exercised their warrants to
purchase 11,976 shares of common stock in the aggregate. The number of shares of
common stock that is being registered by this registration statement is the
total number of shares of common stock and shares of common stock that may be
issued upon the exercise of warrants.
Use of Proceeds
We will not receive any proceeds from the resale of common shares by the Selling
Stockholders. We will receive proceeds if certain outstanding warrants are
exercised. Any proceeds from the exercise of warrants will be used for working
capital.
RISK FACTORS
An investment in our common stock involves a number of very significant
risks. Because of these risks, only persons able to bear the risk of and
withstand the loss of their entire investment should invest in our common stock.
Prospective investors should also consider the following before making an
investment decision.
We Have Incurred Net Losses since Our Inception and Expect Losses to Continue.
Except for net income of $11,246 for fiscal 1994, we have not been profitable
since our inception. For the fiscal year ended June 30, 2002, we had a net loss
of $5,038,000, and an accumulated deficit at June 30, 2002, of $49,110,000. The
report of independent auditors on our June 30, 2002, financial statements
includes an explanatory paragraph indicating there is substantial doubt about
our ability to continue as a going concern. Although we are executing on our
business plan to market launch new products, continuing losses will impair our
ability to fully meet our objectives for new product sales and will further
impair our ability to meet continuing operating expenses that may result in
staff reductions and curtailment of clinical trials currently planned. See Risk
Factor entitled " If We Are Unable to Raise Funds Our Growth May Be Adversely
Affected" below.
If We Are Unable to Raise Funds Our Growth May Be Adversely Affected.
Historically, we have had to seek capital for our growth and operations due to
lack of revenues. Based on net proceeds of approximately $5.2 million (See
"Recent Financing" on page 11) received in our most recent private placement, we
believe we will have sufficient working capital to fund our operations for the
next twelve to eighteen months. However, if actual sales do not meet
expectations or marketing, production and clinical trial costs increase
significantly, we will need additional financing to complete and implement our
long-term business objectives. Further, delays in obtaining required
governmental clearances for, or additional testing requirements prior to,
marketing our new products will result in decreased revenues and increased costs
that may require us to seek additional financing. In the event that there is a
cash shortage and we are unable to obtain a debt financing, additional equity
financing will be required which will have the effect of diluting the ownership
of existing stockholders.
We Have Limited Testing Data and Must Complete Phase III Clinical Trial
Successfully in Order to Gain Food and Drug Administration ("FDA") Approval
Required to Market our CryoSeal(R) Fibrin Sealant System in the United States.
The Company has completed the pilot study and certain in vitro and in vivo
testing of its CryoSeal FS System, and has begun the pivotal trial in the United
States. Other in vitro studies have occurred with the BioArchive(R) System and
stem cell units processed with the BioArchive products have been transplanted
successfully into humans. While these studies provide a basis to achieve
regulatory permission to promote these systems for some of the indications that
management believes can be achieved, they do not provide a basis to achieve all
of the indications. Further clinical studies must be performed for future
indications. There can be no assurance that the clinical studies can be
successfully completed within the Company's expected time frame and budget, or
that the Company's products will prove effective in the required clinical
trials. If the Company is unable to conclude successfully the clinical trials of
its products in development, the Company's business, financial condition and
results of operations could be adversely affected.
Our Failure to Develop New Products Will Adversely Effect Our Future Growth.
Historically, substantially all of our sales have been from products related to
freezing, thawing and storing of blood plasma. Because we expect this segment of
the blood plasma market to have limited growth potential, new products for the
biotechnology market will have to be successfully developed and marketed for
future growth. We are currently focused on developing and marketing novel blood
processing systems such as the CryoSeal FS System for the automated production
of autologous or allogeneic blood components used as a fibrin sealant. Although
this product uses technology related to our core competence, it also represents
a departure from our former core blood plasma business. Further, although we
have had discussions with experts in areas of application for this product, it
is still in its development and/or initial market phase. No assurance can be
given that potential products can be successfully developed, and if developed,
that a market will also develop for them.
If We Fail to Maintain Our Listing, Liquidity of the Company's Stockholders Will
Be Adversely Affected. The Nasdaq SmallCap Market on which our common stock is
traded has established certain maintenance listing requirements that must be
satisfied in order for a company's shares to continue to be listed. Currently,
our common stock meets the Nasdaq SmallCap Market maintenance listing
requirements. However, if we continue to incur losses, this may affect our
ability to meet the stockholders' equity of $2.5 million requirement or minimum
Bid Price of $1 per share requirement as set by the Nasdaq SmallCap Market. We
cannot assure that we will always be able to meet the Nasdaq SmallCap Market
listing in the future. Failure to meet the Nasdaq SmallCap Market listing
requirements could result in the delisting of our common stock from the Nasdaq
SmallCap Market which may adversely affect the liquidity of our shares.
Our Business is Heavily Regulated, Resulting in Increased Costs of Operations
and Delays in Product Sales. Most of our products require FDA approval to sell
in the U.S. and will require clearance from comparable agencies to sell our
products in foreign countries. These clearances may limit the U.S. or foreign
market in which our products may be sold or circumscribe applications for U.S.
or foreign markets in which our products may be sold. The majority of our
products related to freezing blood components are currently exempt from the
requirement to file a 510(k) pre-market application. These products are
currently marketed and sold worldwide. Further, our products must be
manufactured under principals of our quality system for continued Certificate
European (CE) marking that allows our products to be marketed and sold in
Europe, which are similar to the quality system regulations of both the FDA and
California Department of Health. Failure to comply with those quality system
requirements and regulations may subject the Company to delays in production
while it corrects any deficiency found by either the FDA, the State of
California or the Company's notifying European body during any audit of our
quality system. With limited working capital and resources there is no assurance
that we will not be found to be out of compliance, resulting in warning letters
or, in worst case, temporary shut down of manufacturing while the
non-conformances are rectified.
Influence By the Government and Insurance Companies May Adversely Impact Sales
of Our Products. Our business may be materially affected by continuing efforts
by government, third party payers such as medicare, medicaid, and private health
insurance plans, to reduce the costs of healthcare. For example, in certain
foreign markets the pricing and profit margins of certain healthcare products
are subject to government controls. In addition, increasing emphasis on managed
care in the U.S. will continue to place pressure on the pricing of healthcare
products. As a result, continuing effort to contain healthcare costs may result
in reduced sales or price reductions for our products. To date, we are not aware
of any direct impact on our pricing or product sales due to such efforts by
governments to contain healthcare costs and we do not anticipate any immediate
impact in the near future.
Our Inability to Protect Our Patents, Trademarks and Other Proprietary Rights
could Adversely Impact Our Competitive Position. We believe that our patents,
trademarks and other proprietary rights are important to our success and our
competitive position. Accordingly, we devote substantial resources to the
establishment and protection of our patents, trademarks and proprietary rights.
We currently hold patents for products, and have patents pending for additional
products that we market or intend to market. However, our actions to establish
and protect our patents, trademarks, and other proprietary rights may be
inadequate to prevent imitation of our products by others or to prevent others
from claiming violations of their trademarks and proprietary rights by us. If
our products are challenged as infringing upon patents of other parties, we will
be required to modify the design of the product, obtain a license, or litigate
the issue, all of which may have an adverse business effect on us.
Failure to Protect Our Trade Secrets May Assist Our Competitors. We use various
methods, including the use of confidentiality agreements with employees,
vendors, and customers, to protect our trade secrets and proprietary know-how
for our products. However, such methods may not provide complete protection and
there can be no assurance that others will not obtain our know-how, or
independently develop the same or similar technology. We prepare and file for
patent protection on aspects of our technology which we think will be integrated
into final products early in design phases, thereby limiting the potential
risks.
Competition in Our Industry is Intense and Will Likely Involve Companies With
Greater Resources Than We Have. We hope to develop a competitive advantage in
the medical applications of our products, but there are many competitors that
are substantially larger and who possess greater financial resources and
personnel than we have. Our current principal market is the users of ultra-rapid
blood plasma freezing and thawing equipment. There are companies that sell
freezers to the blood plasma freezing industry which are larger and possess
greater financial and other resources than we do. The CryoSeal System may face
competition from major biological product manufacturers that currently sell
fibrin glue sourced from pooled plasma outside the U.S. With regard to the
BioArchive System, numerous larger and better-financed medical device
manufacturers may choose to enter this market as it develops.
We Have a Limited Marketing and Sales Force for New Products Which May Delay Our
Goal of Increased Sales Levels. We currently sell our existing medical devices
through a direct sales and marketing force and our foreign distribution network.
Although we have entered into exclusive distribution agreements for the area of
the two new platform products and we continue to seek strategic partners, there
are no assurances that the distributors will produce significant sales of the
systems.
Our Lack of Production Experience May Delay Producing Our New Products. We have
manufactured our blood plasma thawers and freezers that are less technologically
sophisticated products since our inception and the BioArchive System since 1998.
Although we have redesigned our manufacturing facility to accommodate the
BioArchive System and the CryoSeal System, we do not have significant experience
in manufacturing the CryoSeal System or in the manufacture of disposables. There
can be no assurance that our current resources and manufacturing facility could
handle a significant increase in orders for either the BioArchive System or the
CryoSeal System. If we are unable to meet demand for sales of the new systems,
we would need to train additional personnel or contract with third-party
manufacturers for the backlog, and no assurances can be made that such
third-party manufacturers can be retained, or retained on terms favorable to us
and our pricing of the equipment. Inability to have products manufactured by
third parties at a competitive price will erode anticipated margins for such
products, and negatively impact our profitability.
Our New Products Are at Initial Market Introduction, and We Are Not Sure the
Market Will Accept Them. The market acceptance of our CryoSeal System will
depend upon the medical community and third-party payers accepting the products
as clinically useful, reliable, accurate, and cost effective compared to
existing and future products or procedures. Market acceptance will also depend
on our ability to adequately train technicians on how to use the CryoSeal
System. Even if our new product systems are clinically adopted, the use may not
be recommended by the medical profession or hospitals unless acceptable
reimbursement from health care and third party payers is available. Failure to
achieve significant market share could have material adverse effects on our
long-term business, financial condition and results of operation.
Failure to Keep Our Key Personnel May Adversely Affect Our Operations. Failure
to retain skilled personnel could hinder our operations. Our future success
partially depends upon the continued services of key technical and senior
management personnel. Our future success also depends on our continuing ability
to attract, retain and motivate highly qualified managerial and technical
personnel. The inability to retain or attract qualified personnel could have a
significant negative effect upon our efforts and thereby materially harm our
business and financial condition. We have entered into employment agreements
with each member of our senior management. Specifically, we are dependent upon
the experience and services of Philip H. Coelho, Chairman and Chief Executive
Officer. We have obtained key man life insurance covering Mr. Coelho in the
amount of $2,000,000 as some protection against the risk.
Product Liability and Uninsured Risks May Adversely Affect the Continuing
Operations. We may be liable if any of our products cause injury, illness, or
death. We also may be required to recall certain of our products should they
become damaged or if they are defective. We are not aware of any material
product liability claim against us. Further, we maintain a general liability
policy that includes product liability coverage of $1,000,000 per occurrence and
$2,000,000 per year in the aggregate. However, a product liability claim against
us could have a material adverse effect on our business or financial condition.
Dependence on Suppliers for Custom Components May Impact the Production
Schedule. The Company obtains certain custom components from a limited number of
suppliers. If the supplier raises the price of the component or discontinues
production, the Company will have to find another qualified supplier to provide
the component. In the event that it becomes necessary for us to find another
supplier, we would first be required to qualify the quality assurance systems
and product of that alternative supplier. Any transfer between qualified
suppliers may impact the production schedule, thus delaying revenues, and may
cause the price of the key components to increase.
SUMMARY FINANCIAL INFORMATION
The following table contains summary information derived from the financial
statements included in our Annual Report on Form 10-K for the year ended June
30, 2002 and Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 2002, incorporated by reference herein, and should be read in
conjunction with those financial statements and the related notes thereto.
For the Six Months Ended
For the Year Ended June 30, December 31,
--------------------------- ------------
2000 2001 2002 2001 2002
---- ---- ---- ---- ----
Statement of Operations Data:
Revenues $4,211,000 $5,792,000 $9,549,000 $3,984,000 $4,403,000
Cost of revenues $4,246,000 $5,012,000 $7,558,000 $3,110,000 $3,635,000
Operating expenses $5,819,000 $5,671,000 $7,126,000 $3,305,000 $3,757,000
Net loss before cumulative effect
of accounting change under
SAB 101 $(5,818,000) $(5,871,000) $(5,038,000) $(2,368,000) $(2,946,000)
Cumulative effect of accounting
change under SAB 101 - $ (282,000) - - -
Net loss $(5,818,000) $(6,153,000) $(5,038,000) $(2,368,000) $(2,946,000)
Per Share Data
Net loss before preferred stock
dividend or discount and
cumulative effect of accounting $(5,818,000) $(6,153,000) $(5,038,000) $(2,368,000) $(2,946,000)
change under EITF 00-27
Preferred stock dividend or
discount $ (905,000) $ (100,000) - - -
Cumulative effect of accounting
change under EITF 00-27 - $ (580,000) - - -
Net loss to common
stockholders $(6,723,000) $(6,833,000) $(5,038,000) $(2,368,000) $(2,946,000)
Basic and diluted net loss per
share before cumulative effect
of accounting changes $ (0.30) $ (0.22) $ (0.15) $ (0.07) $ (0.08)
Cumulative effect of accounting
change under SAB 101 - $ (0.01) - - -
Cumulative effect of accounting
change under EITF 00-27 - $ (0.02) - - -
Basic and diluted net loss per
common share $ (0.30) $ (0.25) $ (0.15) $ (0.07) $ (0.08)
Shares used in computing per
share data 22,288,912 27,668,523 32,844,292 31,704,492 35,265,837
Pro Forma amounts assuming
the accounting change under
SAB 101 is applied
retroactively:
Net loss to common $(6,299,000) $(6,551,000) $(5,038,000) $(2,368,000) $(2,946,000)
stockholders
Basic and diluted net loss $ (0.28) $ (0.24) $ (0.15) $ (0.07) $ (0.08)
per share
June 30, December 31,
-------- ------------
2001 2002 2001 2002
---- ---- ---- ----
Selected Balance Sheet Data:
Working Capital $7,098,000 $ 9,631,000 $4,878,000 $6,773,000
Total Assets $9,553,000 $12,239,000 $7,724,000 $9,642,000
Total Liabilities $1,621,000 $ 2,046,000 $2,147,000 $2,355,000
Stockholders' Equity $7,932,000 $10,193,000 $5,577,000 $7,287,000
THERMOGENESIS CORP.
We design, manufacture and distribute micro-manufacturing systems
consisting of compact robotic devices or automated devices and companion sterile
single-use disposables that our customers use to produce products sourced from
single units of blood. These biological products include hematopoietic stem
cells for bone marrow rescue transplants and blood derived proteins to assist
surgeons in arresting bleeding or bonding tissues. The Company completed two new
technology platforms (BioArchive System and the CryoSeal System), each of which
is designed to produce multiple biological products targeted at serious diseases
and surgical applications. These two technology platforms are viewed by the
Company as micro-manufacturing systems, that utilize single use sterile
disposable containers to produce biological products composed of stem cells,
proteins, enzymes or growth factors with potential therapeutic applications for
treatment of serious human disease. Currently, we are manufacturing several
categories of thermodynamic devices that are being sold under FDA clearance to
market in the United States. We continue to sell Thermoline(TM) Plasma Freezers
and Thawers. Other potential markets for our proprietary technology include
surgical, pharmaceutical and industrial applications.
Our strategy has been to develop superior blood processing devices for the
niche blood processing markets where new products could quickly establish
credibility for our proprietary technology. We believe that by concentrating our
products to serve the blood plasma industry, many customers, such as the Red
Cross or other blood transfusion societies of various countries, would validate
our proprietary technology for rapid freezing of biological substances, more
specifically blood plasma. Early products, which received 510(k) clearance to
market, are sold to blood banks and hospitals either directly or through our
distribution network. See our "Annual Report on Form 10-K. -- Description of the
Business."
We received CE Mark on the CryoSeal(R) Fibrin Sealant ("FS") System for
approval in the European community in March of 2001 and Canadian approval in May
of 2001, thus allowing commercialization activities of the CryoSeal FS System,
which produces and dispenses a two-component fibrinogen and fibronectin rich
protein "glue," to begin in each of these markets. In the U.S., in July 2002, an
independent Data Safety Monitoring Board ("DSMB"), comprised of surgeons, a
bio-statistician and an ethicist, recommended proceeding with the multi-center
pivotal trial for the CryoSeal FS System. The DSMB recommendation is based on
the demonstrated safety of the pilot study data from patients undergoing liver
resections. As a result of this recommendation, the Company is finalizing
agreements with various hospitals with large liver resection practices who will
conduct the trials. The Company also continues to support Asahi Medical's
efforts in Japan to gain approval from the Japanese Ministry of Health and
Welfare to begin human clinical trials during the current fiscal year.
Our History
Our core expertise lies in the technical fields of thermodynamics and
cryopreservation, technologies that we initially applied to the development of
ultra-rapid freezers and thawers, which are currently being sold to blood banks
and hospitals in countries throughout the world. Until the fourth quarter of
fiscal year 1998, our revenues had been principally derived from these products.
Following four years of intensive research and development, we began shipping in
the second quarter of fiscal year 1998 our new platform product called the
BioArchive System.
We are incorporated in Delaware and our principal executive offices are
located at 3146 Gold Camp Drive, Rancho Cordova, California 95670 and our
telephone number is (916) 858-5100.
Recent Financing
In March 2003, we completed a private placement of 3,807,594 shares of
common stock, raising an aggregate of $5,834,000, before placement agent fees of
7% of gross proceeds and expenses of the offering. Warrants to purchase 11,976
shares of common stock at an exercise price of $2.39 per share were also issued.
The net proceeds from the private placement are being used to fund the
completion of the clinical trials through an independent Clinical Research
Organization to support the Company's claims for the CryoSeal FS System and for
general working capital. Under the terms of the private placement, we are
required to register for resale the common shares and common shares underlying
the warrants.
SUMMARY OF THE OFFERING
We are registering 3,819,570 shares of common stock for resale by the
selling stockholders of which 11,976 shares may be issued upon the exercise of
warrants.
USE OF PROCEEDS
We will receive no proceeds from the resale of the shares of common stock
by the selling stockholders. We will, however, receive proceeds if the selling
stockholders exercise their warrants. Those proceeds, if any, will be used for
general working capital.
PLAN OF DISTRIBUTION
The selling stockholders, their pledgees, donees, transferees or other
successors in interest may from time to time offer and sell all or a portion of
the shares in transactions on the Nasdaq SmallCap Market, or on any other
securities exchange or market on which the common stock is listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then-current market price or at negotiated prices. The selling stockholders
or their pledgees, donees, transferees, or other successors in interest may sell
their shares directly or through agents or broker-dealers acting as principal or
agent, or in block trades or pursuant to a distribution by one or more
underwriters on a firm commitment or best-efforts basis. To the extent required,
the names of any agent or broker-dealer and applicable commissions or discounts
and any other required information with respect to any particular offer will be
set forth in an accompanying Prospectus supplement. Each of the selling
stockholders and their pledgees, donees, transferees or other successors in
interest reserves the right to accept or reject, in whole or in part, any
proposed purchase of the shares to be made directly or through agents.
In connection with distributions of the shares, any selling stockholder may
enter into hedging transactions with broker-dealers and the broker-dealers may
engage in short sales of the shares in the course of hedging the positions they
assume with the selling stockholder. Any selling stockholder also may sell the
shares short and deliver the shares to close out such short positions. Any
selling stockholder also may enter into options or other transactions with
broker-dealers that involve the delivery of the shares to the broker-dealers,
which may then resell or otherwise transfer such shares. Any selling stockholder
also may loan or pledge the shares to a broker-dealer and the broker-dealer may
sell the shares so loaned or upon a default may sell or otherwise transfer the
pledged shares.
The selling stockholders, any agents, dealers or underwriters that
participate with the selling stockholders in the resale of the shares of common
stock and the pledgees, donees, transferees or other successors in interest of
the selling stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which case any commissions received by such agents,
dealers or underwriters and a profit on the resale of the shares of common stock
purchased by them may be deemed underwriting commissions or discounts under the
Securities Act.
There is no assurance that the selling stockholders will sell any or all of
the shares.
Pursuant to registration rights agreements between us and the selling
stockholders, we have agreed to pay all expenses of the Company and selling
stockholders incurred in the registration of the shares other than brokerage
commissions incurred by the selling stockholders.
In addition to selling their common stock under this Prospectus, the
selling stockholders may:
o transfer their common stock in other ways not involving market makers or
established trading markets, including by gift, distribution, or other transfer;
or
o sell their common stock under Rule 144 of the Securities Act.
SELLING STOCKHOLDERS
The following table identifies the selling stockholders, as of March 28,
2003, and indicates certain information known to us with respect to (i) the
number of shares of common stock held by the selling stockholders, (ii) the
amount to be offered for the selling stockholders' account, and (iii) the number
of shares and percentage of outstanding shares of common stock to be owned by
the selling stockholders after the sale of the common stock offered by the
selling stockholders. The selling stockholders are not obligated to sell their
common stock offered by this Prospectus.
The number of shares listed under "Shares to be Sold" in the table assumes
that the selling stockholders have exercised their warrants into the maximum
number of shares currently permitted and will sell all common shares in a
secondary offering pursuant to this Prospectus.
Under the Exchange Act, any person engaged in a distribution of the shares
of our common stock offered by this Prospectus may not simultaneously engage in
market making activities with respect to our common stock during the applicable
periods prior to the commencement of such distribution. In addition, and without
limiting the foregoing, each selling stockholder may be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder
including, without limitation, Regulation M. Further, the selling stockholders
may resell their shares pursuant to Rule 144.
The warrants are not registered or listed for trading on the Nasdaq Stock
Market or on any exchange.
Of the shares shown as owned and offered by the stockholders under this
Prospectus, 11,976 shares may be issued upon exercise of warrants acquired by
the selling stockholder from us in a private placement and resold.
Shares Owned Prior to Shares Owned
Offering(1) Shares to be After Offering
-------- ------------- --------------
Sold
Name of Stockholder Number Number Number Percentage
------------------- ------ ------ ------ ----------
INKA Kapitalanlagesellschaft mbH 1,600,000 1,600,000 0 *
OXA Trade & Finance, Inc. 100,000 100,000 0 *
Von Ernst Multi Funds Balanced Equity 100,000 100,000 0 *
JAS Securities, LLC 98,039 98,039 0 *
TCMP3 Partners 163,400 163,400 0 *
MRT, L.P. 71,856(2) 71,856(2) 0 *
Clarion Capital Corporation 470,629(3) 163,399 307,230 *
Ellis Enterprises 98,039 98,039 0 *
Alpha Capital 261,438 261,438 0 *
Deutsche Bank AG, London Branch 500,000 500,000 0 *
P&V Assurances S.C. 500,000 500,000 0 *
Vertical Ventures Investments, LLC 163,399 163,399 0 *
Footnotes to Table
* Less than one percent.
(1) Ownership includes options and warrants exercisable on or before May 30,
2003.
(2) Includes 11,976 shares issuable upon the exercise of warrants.
(3) Includes 120,000 shares issuable upon the exercise of warrants and
110,000 shares issuable upon the conversion of 22,000 shares of Series A
Preferred Stock.
Relationship with Selling Stockholders
None of the selling stockholders has had any material relationship with us
within the past three years.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Amended and Restated Certificate of Incorporation provides that we will
indemnify directors and officers of the Company to the fullest extent permitted
by Delaware Law. Further, our bylaws provide authority for the company to
maintain a liability insurance policy that insures directors or officers against
any liability incurred by them in serving for the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director, officer, or
controlling person of the company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Act and will be governed by final
adjudication.
TRANSFER AGENT
The transfer agent for our common stock is Computershare Transfer and
Trust, 350 Indiana Street, Suite 800, Golden, Colorado 80401
EXPERTS
Ernst & Young LLP, independent auditors, have audited our financial
statements and schedule included in our Annual Report on Form 10-K for the year
ended June 30, 2002, as set forth in their report (which contains an explanatory
paragraph describing conditions that raise substantial doubt about the Company's
ability to continue as a going concern as described in Note 1 to the financial
statements), which is incorporated by reference in this Prospectus and elsewhere
in the registration statement. Our financial statements and schedule are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of common stock offered by the selling
stockholders through this Prospectus will be passed upon for us by Bartel Eng &
Schroder. Mr. David Adams, a shareholder of Bartel Eng & Schroder, beneficially
owns warrants to acquire 4,722 shares of common stock and owned outright 17,822
shares of common stock as of March 31, 2003 which represents less than one
percent of the total outstanding number of shares.
WHERE CAN YOU FIND MORE INFORMATION
Government Filings. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission. You may read and copy
any document that we file at the Commission's Public Reference Room at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for more information about the Public
Reference Room. Most of our filings are also available to you free of charge at
the Securities and Exchange Commission's website at http://www.sec.gov.
Stock Market. Our common stock is listed on the Nasdaq SmallCap Market and
similar information can be inspected and copied at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
Registration Statement. We have filed a registration statement under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
with respect to the common stock offered under this Prospectus, and this
Prospectus is a part of that registration statement. However, it does not
contain all of the information contained in the registration statement and the
exhibits filed with the registration statement. You should refer to the
registration statement and its exhibits for further information about us and the
common stock offered under this Prospectus.
Information Incorporated by Reference. The Securities and Exchange
Commission rules and regulations allow us to "incorporate by reference" the
information that we file with the Securities and Exchange Commission. This means
that we can disclose additional important information to you by referring to
those documents. The information incorporated by reference is an important part
of this Prospectus, and information that we file in the future with the
Securities and Exchange Commission will automatically update and supersede this
information. We have filed the following documents with the Securities and
Exchange Commission and the information contained in those documents is
incorporated by reference into this Prospectus:
(1) Annual Report on Form 10-K for the year ended June 30, 2002;
(2) Quarterly Reports on Form 10-Q for the quarter ended September
30, 2002 and December 31, 2002;
(3) Current Reports on Form 8-K for events dated March 21, 2003
and March 28, 2003;
(4) Proxy Statement for the Annual Meeting of Stockholders held on
January 30, 2003; and
(5) The description of our common stock contained in Form 8-A.
Please note that all other documents and reports filed under Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as
amended, following the date of this Prospectus and prior to the termination of
this offering will be deemed to be incorporated by reference into this
Prospectus and will be made a part of it from the date of filing with the
Securities and Exchange Commission.
ThermoGenesis Corp. Filings made with the SEC and other information about
the Company can be found on our website at www.thermogenesis.com. We will
provide to each person, including any beneficial owner, who is delivered a
prospectus, a copy of any of the documents that are incorporated by reference
free of charge. Send requests to Assistant Secretary, ThermoGenesis Corp., 3146
Gold Camp Drive, Rancho Cordova, California 95670 or call (916) 858-5100.
GLOSSARY OF CERTAIN TECHNICAL TERMS
510(k): formal notification to the Food and Drug Administration ("FDA") by
manufacturers of Class I devices to obtain clearance to market the medical
device. The device must be substantially equivalent to devices manufactured
prior to 1976.
ALLOGENEIC: involving, derived from, or being from genetically different
individuals of the same species, as obtaining blood from a single donor's plasma
for use in a patient.
AUTOLOGOUS: autogenous; related to self; originating within an organism itself,
as obtaining blood from the patient for use in the same patient.
CRYOPRECIPITATE: any precipitate (substance that is separated out of a solution
of plasma) that results from cooling, as cryoglobulin or antihemophilic factor.
CRYOPRESERVATION: maintaining the life of excised tissue or organs by freezing
and storing at very low temperatures.
CRYOSEAL: system for harvesting fibrinogen-rich cryoprecipitate from a donor's
blood plasma, a blood component that is currently licensed by the FDA for the
treatment of clotting protein deficient patients.
FIBRINOGEN: a blood protein that is converted to fibrin in the clotting of
blood.