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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

ThermoGenesis Holdings, Inc.
2711 Citrus Road
Rancho Cordova, CA 95742

Telephone (916) 858-5100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 2020ON DECEMBER 15, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ThermoGenesis Holdings, Inc. (the “Annual Meeting”), formally known as Cesca Therapeutics of ThermoGenesis Holdings, Inc. (the “Company” or “ThermoGenesis”), a Delaware corporation, will be held at the San Francisco Airport Marriott Waterfront, located at 1800 Old Bayshore Highway, Burlingame, CA 94010, on Thursday, June 4, 2020,December 15, 2022 at 9:00 a.m. (PT) for the following purposes:

Please review the Notice of Internet Availability of Proxy Materials, the proxy card, or the “Questions and Answers About the Annual Meeting and Procedural Matters” section of thisthe proxy statement for more information on how to vote your shares.

The Board of Directors of the Company has fixed the close of business on April 6, 2020October 28, 2022 as the record date for determining those stockholders who will be entitled to vote at the meeting or any postponement or adjournment thereof. Stockholders are invited to attend the meeting in person.

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the novel coronavirus (COVID-19) situation, as we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments and health officials may impose or recommend. In the event we determine it is not possible or advisable to hold the Annual Meeting in person, we will publicly announce alternative arrangements for the Annual Meeting as promptly as practicable before the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only Annual Meeting). Please monitor our website at www.thermogenesis.com for updated information. If you are planning to attend our Annual Meeting, please check the website prior to the meeting date.

Important Notice of Internet Availability of Proxy Materials

The proxy statement attached hereto and the accompanying annual report are available for holders of record at www.envisionreports.com/THMO and for shares held in street name, through a broker, bank or nominee, at www.proxyvote.com.

By Order of the Board of Directors

/s/ Mr. Jeffery Cauble

April 23, 2020
Rancho Cordova, California

YOUR VOTE IS IMPORTANT

Even if you plan to attend the annual meeting in person, we request that you vote by submitting your proxy as early as possible by following the instructions to ensure that your shares will be represented at the annual meeting if for any reason you are unable to attend. If you do attend the annual meeting and wish to vote in person, you may withdraw your proxy and vote in person.November 4, 2022
Rancho Cordova, California

YOUR VOTE IS IMPORTANT

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE REQUEST THAT YOU VOTE BY SUBMITTING YOUR PROXY AS EARLY AS POSSIBLE BY FOLLOWING THE INSTRUCTIONS TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE ANNUAL MEETING IF FOR ANY REASON YOU ARE UNABLE TO ATTEND. IF YOU DO ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

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ThermoGenesis Holdings, Inc.
2711 Citrus Road
Rancho Cordova, CA 95742

PROXY STATEMENT

FOR

ANNUALMEETING OF STOCKHOLDERS

To Be Held June 4on, 2020December 15, 2022

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
AND PROCEDURAL MATTERS

Why did I receive a Notice of Internet Availability of Proxy Materials?

The Board of Directors (the “Board”) of ThermoGenesis Holdings, Inc., formerly known as Cesca Therapeutics Inc. (the “Company” or “ThermoGenesis”) is making this proxy statement available to you on the Internet in connection with the solicitation of proxies for use at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 4, 2020December 15, 2022 and any adjournment or postponement thereof. The Annual Meeting will be held at the San Francisco Airport Marriott Waterfront, located at 1800 Old Bayshore Highway, Burlingame, CA 94010 on Thursday, December 15, 2022, at 9:00 a.m. (PT), for the purpose of considering and acting on the matters set forth in this proxy statement. We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the novel coronavirus (COVID-19) situation, as we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments and health officials may impose or recommend. In the event we determine it is not possible or advisable to hold the Annual Meeting in person, we will publicly announce alternative arrangements for the Annual Meeting as promptly as practicable before the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only Annual Meeting). Please monitor our website at www.thermogenesis.com for updated information. If you are planning to attend our Annual Meeting, please check the website prior to the meeting date.

TheseThe proxy materials and the accompanying annual report were firstare being made available or maileddistributed on April 23, 2020or about November 4, 2022 to all ThermoGenesis stockholders entitled to vote at the Annual Meeting. The Notice of Annual Meeting, this proxy statement and the accompanying annual report are available on the “Investor” section of the Company’s website at www.thermogenesis.com.www.thermogenesis.com.

What proposals will be voted on at the Annual Meeting?

ThermoGenesis stockholders are being asked to vote on the following matters at the Annual Meeting:

Who is entitled to vote at the Annual Meeting?

The Board set April 6, 2020October 28, 2022 as the record date for the Annual Meeting. If you owned ThermoGenesis Common Stock, $0.001 par value (“Common Stock”), at the close of business on April 6, 2020,October 28, 2022, you may attend and vote at the meeting. By using a proxy, you may vote whether or not you attend the meeting, as described below. As of April 6, 2020,October 28, 2022, there were 5,768,88545,997,792 shares of ThermoGenesis Common Stock outstanding.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with ThermoGenesis’ transfer agent, Computershare Investor Services LLC, you are considered the “stockholder of record” with respect to those shares, and the Notice of Internet Availability of Proxy Materials (the “Notice”) (or the full set of proxy materials if a full set has previously been requested) has been sent directly to you by ThermoGenesis.

Some ThermoGenesis stockholders hold their shares through a broker, bank or other nominee, rather than directly in their own names. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of those shares held in street name, and the Notice has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record.

How many votes do I have?

You are entitled to one vote for each share of ThermoGenesis Common Stock you owned at the close of business on the record date.

What should I do if I receive more than one Notice?

You may receive more than one Notice. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice. Please vote by telephone or the Internet with respect to each Notice that you receive.

How can I vote my shares in person at the Annual Meeting?

If you are the stockholder of record of shares of ThermoGenesis Common Stock, you have the right to vote in person at the Annual Meeting with respect to those shares.

If you are the beneficial owner of shares of ThermoGenesis Common Stock, you are invited to attend the Annual Meeting. However, if you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you obtain a legal proxy from your broker, bank or nominee giving you the right to vote the shares at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or voting instructions as described in the next Q&A so that your vote will be counted if you later decide not to attend the Annual Meeting.

How can I vote my shares without attending the Annual Meeting?

If you are the stockholder of record, you may instruct the proxy holders how to vote your shares by using the Internet voting site or the toll-free telephone number provided on the website to which the Notice directs you or, if you have requested paper copies of the proxy materials, by completing, signing, dating and returning a requested proxy card in the provided, postage pre-paid envelope or by using the Internet voting site or the toll-free telephone number listed on the proxy card. Specific instructions for using the Internet and telephone voting systems are included in the Notice, as well as on the website and proxy card (and repeated in the box below). The Internet and telephone voting systems for stockholders of record will be available until 1:00 a.m., Central Time, on June 4, 2020December 15, 2022 (the morning of the Annual Meeting).

If you are the beneficial owner of shares of ThermoGenesis Common Stock held in street name, you have the right to direct your broker, bank or nominee on how to vote your shares. Your broker, bank or nominee has provided a Notice that directs you to a website with Internet and toll-free telephone voting instructions (repeated in the boxes below) or, if you have requested paper copies of the proxy materials, enclosed is a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares.

Specific voting instructions for Internet and website voting are as follows:

Can I change or revoke my vote after I return a proxy card or voting instruction card?

If you are the stockholder of record, you may revoke your proxy or change your vote by:

If you are the beneficial owner of shares held in street name, you may change your vote by:

Can I attend the Annual Meeting?

All ThermoGenesis stockholders as of the record date, April 6, 2020,October 28, 2022, or their duly appointed proxies, may attend the Annual Meeting. If you are the beneficial owner of ThermoGenesis shares held in street name, please bring proof of ownership such as a brokerage statement or letter from the broker, bank or other nominee that is the owner of record of the shares.  In the event we determine it is not possible or advisable to hold the Annual Meeting in person, we will publicly announce alternative arrangements for the Annual Meeting as promptly as practicable before the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only Annual Meeting). Please monitor our website at www.thermogenesis.com for updated information. If you are planning to attend our Annual Meeting, please check the website prior to the meeting date.

How many votes must be present or represented to conduct business at the Annual Meeting?

The presence of a majorityone-third (33.3%) of the shares entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Presence is determined by the stockholder entitled to vote the shares being present at the Annual Meeting or having properly submitted a proxy with respect to the shares. In compliance with Delaware General Corporate Law, abstentions and broker “non-votes” will be counted as present and entitled to vote at the Annual Meeting and are thereby included for purposes of determining whether a quorum is present at the Annual Meeting.

What is a “broker non-vote”?

A broker “non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

Brokers normally have discretion to vote on “routine matters,” but not on non-routine matters. The only routine matter being voted on at the Annual Meeting is the ratification of our independent registered public accounting firm (Proposal 4).

What is the voting requirement to approve each of the proposals?

A plurality of the voting powervotes of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors is required for the election of directors (Proposal 1). Thus, the nominees for director receiving the highest number of affirmative votes will be elected as directors to serve until the next annual meeting of stockholders. In other words, the five nominees will be elected if they receive more affirmative votes than any other nominee for the same position. There is no cumulative voting in the election of directors.

The affirmative vote of the majority of the votes present, in person or by proxy, and entitled to vote at the meeting are required to approve Proposals 2 and 4. A broker non-vote on a proposal is not a vote cast on that proposal, but is present for purposes of determining a quorum. Accordingly, a broker non-vote will have no effect on the vote outcome of Proposal 2. Proposal 4, concerning the ratification of the appointment of our independent registered accounting firm, is deemed a “routine matter” under applicable rules, and thus, brokers are entitled to vote shares without receiving voting instructions from the beneficial owner of such shares. Abstentions will have the same effect as a vote “Against” these proposals.

The affirmative vote ofleast a majority of the shares of our Common Stock outstanding and entitled to vote at the Annual Meeting is required to approve Proposal 3.2. Accordingly, broker non-votes and abstentions will have the same effect as a vote “Against” Proposal 3.2.

The advisory resolutionaffirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on executive compensation (Proposal 5), commonly referredProposal 3 is required to as a “say-on-pay” resolution, is non-bindingapprove Proposal 3. Broker non-votes will have no effect on the Board. Although the votes are non-binding, the Board and the Compensation Committee will review the voting results for Proposal 3, but abstentions will have the same effect as votes “Against” Proposal 3.

Proposal 4, concerning the ratification of the appointment of our independent registered public accounting firm, is deemed to be a “routine matter” under applicable rules, and thus, brokers are permitted to vote shares on Proposal 4 without receiving voting instructions from the beneficial owner of such shares. Accordingly, we do not expect broker non-votes in connection with their ongoing evaluationProposal 4. Abstentions will have the same effect as votes “Against” Proposal 4. The affirmative vote of our compensation program.the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal 4 is required to approve Proposal 4.

How are votes counted?

With respect to the election of directors (Proposal 1), you may vote “FOR” or “WITHHOLD” onwith respect to each of the five nominees.

With respect to other proposals, you may vote “FOR”, “AGAINST” or “ABSTAIN” on each proposal. Abstentions are deemedAn abstention with respect to be votes cast and therebyProposal 2, Proposal 3, or Proposal 4 will have the same effect as a vote “Against” the proposal. Except forProposal 2, Proposal 3, whereor Proposal 4 (as applicable).

For Proposal 2, a broker non-vote has the same effect as a vote “Against” Proposal 3,2. However, broker non-votes are not deemedexpected to be votes casthave an effect on the voting results for Proposal 3, and therebywe do not affect the outcome of the voting on Proposals 2 and 5. As noted above,expect broker non-votes in connection with Proposal 4, concerns a routine matter, and thus,as brokers are entitledpermitted to vote shares for which they have not received voting instructions.on Proposal 4 without receiving instructions from the beneficial owner of such shares.

What happens if one or more of the director nominees is unable to stand for election?

The Board may reduce the number of directors or select a substitute nominee. In the latter case, if you have submitted your proxy via the Internet or by telephone or completed and returned your proxy card or voting instruction card, Chris Xu or Jeff Cauble, as proxy holders, will have the discretion to vote your shares for the substitute nominee.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting. We will provide final results on a Form 8-K within four business days of the Annual Meeting.

Who is soliciting this proxy and who pays for the proxy solicitation process?

The Board is soliciting proxies for use at the Company’s Annual Meeting or any adjournment or postponement thereof. ThermoGenesis will bear the cost of soliciting proxies, including the cost of preparing, posting and mailing the Notice, as well as any copies of proxy materials properly requested by stockholders in accordance with the instructions set forth on the Notice. In addition to soliciting stockholders by mail and through its regular employees, ThermoGenesis will request brokers, banks and other nominees to solicit their customers who hold shares of ThermoGenesis Common Stock in street name. ThermoGenesis may reimburse such brokers, banks and nominees for their reasonable, out-of-pocket expenses. ThermoGenesis may also use the services of its officers, directors and employees to solicit proxies, personally or by telephone, mail, facsimile or email, without additional compensation other than reimbursement for reasonable, out-of-pocket expenses.

Will I receive a paper copy of the proxy materials?

Paper copies of the proxy materials will not be provided to stockholders unless requested in a matterthe manner set forth in the Notice. As explained further in the Notice, paper or email copies of the proxy materials will be sent to any stockholder upon request as soon as practicable in light of expected delays relating to the novel coronavirus (COVID-19), which may not be within the three business day time period as provideddays after the Company receives a request for under applicable Securities and Exchange (“SEC”) rules and regulations.a paper or email copy. Alternatively, a copy of this proxy statement or ThermoGenesis’ 20192021 annual report are available in digital form for download or review on the websites set forth onin the Notice or may be found by clicking on the “Investors”“Investors” tab at www.thermogenesis.com.www.thermogenesis.com. Additionally, we will promptly send a copy to you upon request by mail to ThermoGenesis Holdings, Inc., Attention: Corporate Secretary, 2711 Citrus Road, Rancho Cordova, CA 95742 or by calling the Corporate Secretary of ThermoGenesis Holdings, Inc. at (916) 858-5100.

How do I get future proxy materials electronically?

We encourage you to register to receive all future stockholder communications electronically, instead of in print. This means that the annual report, proxy statement and other correspondence will be delivered to you via email. Electronic delivery of stockholder communications helps ThermoGenesis to conserve natural resources and to save money by reducing printing, postage and service provider costs.

Stockholders of Record: If you vote your shares using the Internet at www.envisionreports.com/THMO,, please follow the prompts for enrolling in the electronic proxy delivery service.

Beneficial Owners: If you vote your shares using the Internet at www.proxyvote.com,, please complete the consent form that appears on-screen at the end of the Internet voting procedure to register to receive stockholder communications electronically. Stockholders holding through a bank, broker or other nominee may also refer to information provided by the bank, broker or nominee for instructions regarding how to enroll in electronic delivery.

Virtual Meeting

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the novel coronavirus (COVID-19) situation, as we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments and health officials may impose or recommend. In the event we determine it is not possible or advisable to hold the Annual Meeting in person, we will publicly announce alternative arrangements for the Annual Meeting as promptly as practicable before the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only Annual Meeting). Please monitor our website at www.thermogenesis.com for updated information. If you are planning to attend our Annual Meeting, please check the website prior to the meeting date.

PROPOSALPROPOSAL 1
ELECTION OF DIRECTORS

General Information

Our Amended and Restated Bylaws (our “Bylaws”) presently provide that the number of directors may be fixed by resolution of the Board from time to time. Currently, theThe Board has fixed the number of directors atto be five (5).as of the date of the Annual Meeting.

We are a party to a First Amended and Restated Nomination and Voting Agreement, dated April 16, 2018 (the “Restated Nomination Agreement”), with Boyalife Asset Holding II, Inc., our largest stockholder (“Boyalife”). The Restated Nomination Agreement provides that Boyalife has the right to designate a number of directors of the Company that is in proportion to the “Boyalife Ownership Percentage”, which is Boyalife’s and its affiliates’ combined percentage ownership of outstanding Common Stock, treating as outstanding any shares of Common Stock underlying convertible securities that are immediately exercisable by Boyalife and its affiliates’affiliates (including under the Boyalife Note (as defined below)) without any further payment (the “Boyalife Ownership Percentage”). The Restated Nomination Agreement will terminate according to its terms when and if the Boyalife Ownership Percentage falls below 20%.

Although the Boyalife Ownership Percentage is 54%68% as of the record date for the Annual Meeting and therefore Boyalife has the right pursuant to the Restated Nomination Agreement to designate 3 directors, the Board’s Nomination and Governance Committee has recommended, and Boyalife has concurred, that each of the existing five (5) directors be nominated for reelectionelection as directors at the Annual Meeting.

Nominees for Director

The below nominees for director have consented to being named as nominees in this proxy statement and have agreed to serve as directors, if elected. Each of the director nominees listed below are currently serving as directors.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the five (5) nominees named below. If any nominee of the Company is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by the present Board to fill the vacancy. The Board has no reason to believe that any of the nominees will be unavailable for election. Each director who is elected shall hold office until the next annual meeting of stockholders, or until the earlier of their death, resignation or removal, or until such director’s successor is duly elected and qualified.

*Age is as of April 6, 2020.October 28, 2022.

Biographies

Dr. Xu joined our Board in March 2016. On November 13, 2017, the Board elected Dr. Xu as President and Chief Executive Officer (“CEO”) (transitioning from interim Chief Executive Officer as of November 2016; he joined the Board in March 2016 and currently serves as Chairman of the Board). Dr. Xu is also a member of the Board of Directors of our wholly-owned subsidiary, ThermoGenesis Corp. Dr. Xu has been the Founder, Chairman and CEO of Boyalife Group Ltd., China since July 2009.From 2008-2009,2008 to 2009, he was Vice President at Founder Group, a major Chinese technology conglomerate with interests in information technology, pharmaceuticals, real estate, finance, and commodities trading. From 2000-2008,2000 to 2008, Dr. Xu served in various management positions at Pfizer Inc., and two NASDAQ publicly traded bio-pharmaceutical companies. Dr. Xu received his B.SC. in Biochemistry from the University of Saskatchewan, his Ph.D. degree in Immunology from Washington University School of Medicine (St. Louis, Missouri, USA) and an Executive MBA degree from Emory University (Atlanta, Georgia, USA). We believe that Dr. Xu is well qualified to serve as a director, due to his extensive and varied experience and knowledge as an executive and investor in the biotechnology, medical device, and pharmaceuticals industry, and we believe that Dr. Xu will continue to be a valuable asset to the Company and its Board.

Ms. Donaghy joined ourLiu was appointed to the Board of Directors in December 2019.June 2022. Since October 2018, Ms. DonaghyLiu has served as Head of Corporate Affairs for PREMIA Holdings (HK) Limited, a developer and manager of clinical-genomic oncology databases in various positionsAsia and service provider to pharmaceutical companies seeking to operate clinical trials throughout Asia. Ms. Liu currently serves as member of the Board of Directors of Aytu BioPharma, Inc. (“AYTU”). Ms. Liu served as a member of the Board of Directors and as President and Chief Executive Officer and previously as Chief Financial Officer for Innovus Pharmaceuticals, Inc., (OTCQB: INNV) from December 2011 to February 2020 and from December 2011 to January 22, 2013, respectively. From January 2011 to December 2011, she served as the President and Chief Executive Officer of FasTrack Pharmaceutical, which was later acquired by Innovus Pharmaceuticals. Ms. Liu was the Chief Operating Officer and a member of the Board of Directors of ThermoGenesis Holdings, Inc. from February 2017 to October 2018 and November 2016 to October 2018, respectively. From February 2013 to March 2017, Ms. Liu served as Managing Director of OxOnc Services Company, an oncology development company. In 1995, Ms. Liu co-founded NexMed, Inc. (“NexMed”), which in 2010 was renamed Apricus BioSciences, Inc. (Nasdaq: APRI). Ms. Liu was NexMed’s President and Chief Executive Officer from 2007 to 2009. Prior to her appointment as President of NexMed, Ms. Liu served in several executive capacities at CTI Foods, LLC from May 2017 until February 2019, most recently asNexMed, including Executive Vice President, Corporate Controller.  Before that, she served for over 15 years in roles of increasing responsibility for Diamond Foods, Inc., most recently as theChief Operating Officer, Chief Financial Officer and Vice President Shared Services and earlier as Assistantof Corporate Controller, Senior Director of Internal Audit and Senior Director of Finance and Treasury. Prior, Ms. DonaghyAffairs. She was Director of Treasury and Cash Management at E. & J. Gallo Winery having also served as Director of Financial Services and Manager of Financial Reporting.  Ms. Donaghy is a Certified Public Accountant. She earned a master’s degree in taxation from Gonzaga University, and her undergraduate degree in accounting and business management from Whitworth College. We believe Ms. Donaghy is well qualified to serveappointed as a director dueof NexMed in 2007 and served as Chairman of its Board of Directors from 2009 to her extensive experience with corporate finance2010. Ms. Liu has an M.P.A. from the University of Southern California and accounting, and we believe thathas a B.A. from the University of California, Berkeley. Ms. Donaghy will be a valuable asset to the Company and its Board. Ms. DonaghyLiu is one of our independent directors pursuant to applicable NASDAQ rules and is qualified as an Audit Committee Financial Expert as defined in Regulation S-K Item 407(d)(5)(ii). We believe that Ms. Liu is qualified to serve as one of our directors because of her experience as a director of public companies, as well as her executive leadership experience and experience in the pharmaceutical industry, and we believe that Ms. Liu will be a valuable asset to the Company and our Board.

Dr. Medford joined our Board in February 2017. Dr. Medford is Chairman and Chief Executive Officer of Covanos, Inc., a medical device company, since 2017 and a Managing Partner of the Salutramed Group, LLC, a life sciences management consultancy, since 2012. Dr. Medford has also served as the CEO of healthEgames, Inc., a digital healthcare company, and as the Chairman of ViaMune, Inc., an immuno-oncology therapeutics company, in each case since 2014. From 1993 to 2009, Dr. Medford served as co-founder, President, CEO and Director of AtheroGenics, IncInc. (“AGIX”). Dr. Medford was a founding member of the Board of Directors of Inhibitex, Inc. (“INHX”) until it was acquired by Bristol-Myers-Squibb in 2012. Dr. Medford is a board-certified physician and currently holds numerous trustee or board positions including with the Georgia Global Health Alliance, Inc. and Georgia BIO. Dr. Medford has served on the faculties of both the Harvard Medical School and Emory University School of Medicine and obtained his MDM.D. and PhDPh.D. from the Albert Einstein College of Medicine. We believe that Dr. Medford is well qualified to serve as a director due to his experience as a founder and executive of several pharmaceutical development companies, and we believe that Dr. Medford will continue to be a valuable asset to the Company and its Board in connection with the Company’s clinical development activities. Dr. Medford is one of our independent directors pursuant to applicable NASDAQ rules and is qualified as an Audit Committee Financial Expert as defined in Regulation S-K Item 407(d)(5)(ii).

Dr. Thomis joined our Board in January 2017. Since 2012, Dr. Thomis has been the CEO at Thomis Consulting BVBA andBVBA. From 1976 until 1997 he held a partner in OxOnc Development LP, an oncology product development company. Fromnumber of R&D positions at Bristol-Myers Squibb. In the period 1997-2012 he was employed at Quintiles Transnational where he held numerous positions including Chairman of the American Management Board, President of Global Clinical Development Services and President of European Clinical Development Services. Dr.He has been a partner in OxOnc Development LP, an oncology product development company. Additionally, Dr Thomis has served asheld several Board positions. He was non-executive director of PDP Courier services; Chairman of the Board of Idis Pharma and of WEP Clinical, two global companies providing unlicensed medicines to patients with unmet medical needs. Chairman of the Board and member of the Audit Committee of Quotient Sciences, a translational pharmaceutics company and a non-executive director at NovaQuest LLC, a private equity company, since 2014, andcompany. He is a member ofcurrently the Audit Committee and Chairman of the Board of Quotient Clinical,Glasgow Memory Clinic Holdings, a translational pharmaceutics company, since 2016. From 2013-2015, he served as Chairman of the Board of Idis Pharma, a global company providing unlicensed medicines to patients with unmet medical needs. From 2012 to 2013 Dr. Thomis was a non-executive director of PDP Courier Services, Ltd and from 2010-2012 he was Chairman of the American Management Board of Quintiles.site management company. Dr. Thomis received his Ph.D. in Pharmaceutical Sciences from the University of Leuven in Belgium. We believe that Dr. Thomis is well qualified to serve as a director due to his extensive experience with clinical trials and contract research organizations, and we believe that Dr. Thomis will continue to be a valuable asset to the Company and its Board by providing valuable insight and knowledge with respect to the Company’s clinical development activities. Dr. Thomis is one of our independent directors pursuant to applicable NASDAQ rules.

Mr. WestgateMs. Zhu joined ThermoGenesis in 2004 and was appointed Chief Operating Officer in 2018 and joined our Board in May 2017. Mr. Westgate is currentlyJanuary 2022. During her time with the Vice PresidentCompany, she has served in various roles with increasing managerial responsibilities in research and development, customer service, global sales and operations. Additionally, Ms. Zhu has helped the Company’s clients and partners build over a dozen premier stem cell banks in different regions around the world. Ms. Zhu brings over 20 years of Finance & Accounting for Boston Biomedical,technical and marketing experience in stem cell field and has contributed significantly to the establishment of ThermoGenesis’ commercial global presence. Prior to joining ThermoGenesis, Ms. Zhu worked as a technical professional at BioTransplant Inc., a wholly owned subsidiary of Sumitomo Dainippon Pharma. From 2011 to October 2018 he was the Chief Financial Officer of Hitachi Chemical Advanced Therapeutics Solutions, LLC (formerly PCT Cell Therapy Services, LLC). From 2002 to 2011, he was Chief Financial Officer, Treasurerbiopharmaceutical company that develops proprietary pharmaceuticals and Assistant Secretary for Apricus Biosciences, Inc. (formerly NexMed, Inc.), a drug development company (NASDAQ: APRI). From 1998-2002, Mr. Westgate was group Controllerorgan transplantation systems, and Treasurer of Lavipharm Corp., an international pharmaceuticalconducted biomedical research and development company. He received his Bachelor of Business Administration in Public Accounting from Pace University. Mr. Westgate is a Certified Public Accountant in the statestem cell laboratory at Harvard Medical School, focusing on HIV vaccine research. Ms. Zhu received a bachelor’s degree in biology from Shanghai University of New York.Science & Technology and completed an advanced biostatistics program at Boston University. We believe that Mr. WestgateMs. Zhu is well qualified to serve as a director due to hisher extensive experience asin the stem cell banking and cell and gene therapy fields. As a principal financial officer in both publicly-traded and privately-held life sciences companies, and we believe that Mr. Westgatedirector, Ms. Zhu will continue to be a valuable asset to the Company and its Board by providing substantial insight and knowledge with respect to the Board, particularly in connection with finance and accounting matters. Mr. Westgate is one of our independent directors pursuant to applicable NASDAQ rules and is qualified as an Audit Committee Financial Expert as defined in Regulation S-K Item 407(d)(5)(ii).Company’s commercial operation activities.

Vote Required

A plurality of the voting powervotes of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors is required for the election of directors. Thus, the nominees for director receiving the highest number of affirmative votes will be elected as directors to serve until the next annual meeting of stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

CORPORATECORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

General

Our Board believes that good corporate governance is important to ensure that ThermoGenesis is managed for the long-term benefit of our stockholders. This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our corporate governance guidelines, committee charters and code of ethical conduct described below are available under the “Investors”“Investors” section of our website at www.thermogenesis.com.www.thermogenesis.com.

Board Operating and Governance Guidelines

Our Board has adopted a number of operating and governance guidelines, including the following:

Our Board has concluded that Dr. Russell Medford, Dr. Joseph Thomis Mr. Mark Westgate and Ms. Debra DonaghyVivian Liu are “independent” as defined by NASDAQ and under Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as that term relates to membership on our Board, and the Board is comprised of a majority of independent directors.

Board Leadership Structure

Dr. Chris Xu serves as both our Chairman of the Board and CEO. The Board and its independent directors believe the most effective Board leadership structure at the present time is for the CEO to serve as Chairman of the Board because the CEO is ultimately responsible for executing our strategy and because our performance is an integral part of the deliberations undertaken by the Board. The Company does not currently designate a “lead independent director” but reserves the authority to do so at any time. The Board reserves the authority to modify this structure to best address and advance the interests of all stockholders, as and when appropriate.

Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing risk management. The Board regularly reviews information regarding the Company’s liquidity and operations, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of risks relating to financial reporting, internal controls and compliance with legal and regulatory requirements. The Governance and Nominating Committee oversees the management of risks associated with corporate governance, the independence of the Board and potential conflicts of interest. The Board is also responsible for evaluating and managing cybersecurity risksrisks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

Governance and Nominating Committee

The Governance and Nominating Committee was formed to address general governance and policy oversight and succession planning, to identify qualified individuals to become prospective directors and make recommendations regarding nominations for the Board, to advise the Board with respect to appropriate composition of Board committees, to advise the Board about and develop and recommend to the Board appropriate corporate governance documents, to assist the Board in implementing guidelines, to oversee the annual evaluation of the Board and the Company’s CEO and to perform such other functions as the Board may assign to the committee from time to time. The Governance and Nominating Committee has a Charter which is available on the Company’s website at www.thermogenesis.com.www.thermogenesis.com. The Governance and Nominating Committee currently consists of three directors: Dr. Russell Medford (Governance and Nominating Committee Chairman), Dr. Thomis and Mr. Westgate,Ms. Liu, each of whom has been determined to be independent under applicable NASDAQ rules by the Board.

Audit Committee

The Audit Committee of the Board makes recommendations regarding the appointment, compensation, retention and oversight of the independent registered public accounting firm, reviews the scope of the annual audit undertaken by our independent registered public accounting firm and the progress and results of their work, reviews our financial statements, and oversees the internal controls over financial reporting and corporate programs to ensure compliance with applicable laws. The Audit Committee reviews the services performed by the independent registered public accounting firm and determines whether they are compatible with maintaining the registered public accounting firm’s independence. The Audit Committee has a Charter, which is reviewed annually and as may be updated as required due to changes in industry accounting practices or the promulgation of new rules or guidance documents. The Audit Committee Charter is available on the Company’s website at www.thermogenesis.com.www.thermogenesis.com. The Audit Committee currently consists of the following fourthree directors: Mr. WestgateMs. Liu (Audit Committee Chairman), Ms. Debra DonaghyDr. Medford and Drs. Medford andDr. Thomis, each of whom has been determined to be independent under applicable NASDAQ and SECSecurities and Exchange Commission (“SEC”) rules by the Board. The Board has further determined that Mr. Westgate, Ms. DonaghyLiu and Dr. ThomisMedford are qualified as Audit Committee Financial Experts as defined in Regulation S-K Item 407(d)(5)(ii) and applicable NASDAQ rules.

Compensation Committee

The Compensation Committee of the Board reviews and approves executive compensation policies and practices, reviews salaries and bonuses for our CEO, administers the Company’s stock option plans and other benefit plans, and considers other matters as may, from time to time, be referred to them by the Board. The Board, along with the Compensation Committee, believes that the compensation of employees should be fair to both employees and stockholders, externally competitive, and designed to align the interests of employees with those of the stockholders. The Compensation Committee has the authority to form, and to delegate its authority to, one or more subcommittees, as it deems appropriate. The Compensation Committee may consult with the CEO and other executive officers of the Company in determining applicable policies, but the CEO may not be present during any voting or deliberations on his or her compensation. The Compensation Committee has the authority to retain and terminate any independent compensation consultants or other advisors, in accordance with applicable NASDAQ rules, to assist it in any aspect of the evaluation of a director, CEO or senior compensation or on any other subject relevant to the Committee’s responsibilities, including the authority to approve such consultant’s or advisor’s fees and other retention terms. The Compensation Committee elected not to engage an independent compensation consultant in undertaking its duties for fiscal year 2019.2021. The Compensation Committee has a charter which is available on the Company’s website at www.thermogenesis.com.www.thermogenesis.com. The Compensation Committee consists of three directors: Dr. Thomis (Compensation Committee Chairman), Ms. Liu, and Dr. Medford, and Mr. Westgate, each of whom has been determined to be independent under applicable NASDAQ rules by the Board.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our board of directors. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of the Compensation Committee.

Board and Committee Meetings and Attendance

During the calendar year ended December 31, 2019,2021, the Board met two (2)five (5) times, the Audit Committee met four (4) times, the Compensation Committee met five (5) times, and the Governance and Nominating Committee met two (2)three (3) times. During the calendar year ended December 31, 2019,2021, each director attended at least 75% of the aggregate of the total number of meetings of the Board held while serving as a director and the aggregate of the total number of meetings of each Board committee of which that director is a member held while serving as a member of such committee. We generally expectGenerally, our directors to attend our annual meetings.stockholders’ meetings, and director attendance at such meetings is expected. All of the directors elected to our Board at our most recent annual stockholders’ meeting, held May 30, 2019, wereDecember 16, 2021 and reconvened January 13, 2022, attended the meeting via conference call, except Dr. Xu who attended in attendance at that meeting.person.

Director Nominating Procedures

Subject to the Restated Nomination Agreement (as described above), the Governance and Nominating Committee assists our Board in identifying director nominees consistent with criteria established by our Board. Although the Governance and Nominating Committee does not currently have a specific policy with regard to consideration of director candidates recommended by stockholders, the Board and the Governance and Nominating Committee believe that the Governance and Nominating Committee would provide such recommendations the same consideration as other candidates. Any recommendation submitted by a stockholder to the Governance and Nominating Committee should include information relating to each of the qualifications outlined below concerning the potential candidate along with the other information required by the rules of the SEC and our Bylaws for stockholder nominations.

Generally, nominees for director are identified and suggested to the Governance and Nominating Committee by the Company’s current directors or management using their business networks and evaluation criteria they deem important, which may or may not include diversity. While the Company does not have a specific policy regarding diversity and has not established minimum experience or diversity qualifications for director candidates, when considering the nomination of directors, the Governance and Nominating Committee does generally consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. The Company does not impose formal term limits on its directors.

Board Diversity

Diversity is one of the important factors the Nominating and Corporate Governance Committee considers when nominating Board candidates. The Committee conducts annual evaluations of our Board effectiveness, providing it with an opportunity to examine whether our Board members have the right composition of skills and experiences. When identifying and recommending new candidates, the Committee continues to consider opportunities to increase our Board diversity in a way that supports the current and anticipated needs of the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock,common stock, to file reports regarding ownership of, and transactions in, our securities with the SECSecurities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us we believe that during the twelve months ended December 31, 2019,2021, all filing requirements applicable to our officers, directors and greater that 10% beneficial owners were timely complied with, except for an inadvertent late Form 4 filing made by Dr. Xu on January 3, 2020, which pertained to a reportable transaction that occurred on December 20, 2019.with.

Code of Ethics

We have adopted a code of ethics that applies to all employees, including our CEO and CFO, Controller or any person performing similar functions. A copy of our code of ethical conduct can be found onin the “Investors” section of our website at www.thermogenesis.com.www.thermogenesis.com. The code of ethical conduct will be provided without charge upon request submitted to ir@thermogenesis.com. The Company will report any amendment or waiver to the code of ethics on our website within four (4) business days.

COMPENSATIONCOMPENSATION OF DIRECTORS

Director Compensation Table

The following table sets forth the compensation received by each of the Company’s non-employee directors for the year ended December 31, 2019.2021.

⁽¹⁾ $15,000 reflects the grant date fair value of the stock option grant of 3,400 shares granted on September 16, 2019.

⁽²⁾ $5,500 reflects the grant date fair value of the stock option grant of 1,250 shares granted to Ms. Donaghy upon joining the Board.

(1)

Ms. Donaghy resigned as a member of our Board of Directors effective June 12, 2022.

The following table sets forth the aggregate number of option awards held by each non-employee director as of December 31, 2019:2021:

Each non-employee director receives an annual fee of $15,000.$35,000. The chairperson of each standing committee receives an additional annual fee of $15,000 for the Audit Committee, $10,000 for the Compensation Committee and $7,000 for the Governance Committee. Each non-chair committee member receives an annual fee of $7,500 for the Audit Committee, $5,000 for the Compensation Committee, and $3,500 for the Governance Committee.

All fees are paid quarterly. In addition, we reimburse our directors for their reasonable expenses incurred in attending meetings of the Board and its committees.

EXECUTIVEEXECUTIVE OFFICERS

Set forth below is the name, age, and certain biographical information aboutfor each of the current executive officers of the Company as of April 6, 2020:October 28, 2022:

Our executive officers serve at the pleasure of our Board. To our management’s knowledge, there are neither any family relationships between any of our executive officers, directors, or key employees nor have any of our executive officers or key employees been involved in a legal proceeding that would be required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act.

Biographies

The biographies for Dr. Xu and Ms. Zhu can be found under Proposal 1 – Election of Directors.

Mr. JeffJeffery Cauble joined the Company in 2010 and was appointed Chief Financial Officer in December 2019. During his time with the Company, Mr. Cauble has served in various accounting roles with the Company, including Vice President of Finance, Controller and Director of Financial Planning & Analysis. He brings over 2025 years of accounting experience in various financial and managerial roles in the biotechnology, medical device and agricultural industries. Mr. Cauble is a Certified Public Accountant and graduate of the University of Idaho, where he obtained a bachelor’s degree with a dual major in accounting and finance.

STOCKSTOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OF THERMOGENESIS HOLDINGS, INC.

The Company has only one class of stock outstanding, our Common Stock. The following table sets forth certain information, as of April 6, 2020October 28, 2022, with respect to the beneficial ownership of the Company’s Common Stock for (i) each director and director nominee, (ii) each named executive officer herein, (iii) all of the Company’s directors and executive officers as a group, and (iv) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of the Company’s Common Stock. As of April 6, 2020,October 28, 2022, there were 5,768,88545,997,792 shares of Common Stock outstanding. Each share of the Company’s Common Stock is entitled to one vote.

To the Company’s knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of Common Stock indicated.

*Less than 1%.

Anti-Hedging Policies

The Company does not currently have a policy prohibiting employees, officers, or directors from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth certain information regarding the compensation paid to our named executive officers (“NEOs”) for the fiscal years ended December 31, 2021 and 2020:

Employment Agreements

Dr. Xiaochun (Chris) Xu. Dr. Xu has an employment agreement with the Company (the “Employment Agreement”) that provides that Dr. Xu is entitled to a base salary of $474,000$500,000 per annum and that Dr. Xu will devote at least of a majority of his full working time and efforts to the affairs of the Company. Dr. Xu is eligible to receive a performance bonus equal to a percentage of his base salary based on performance against annual objectives at the discretion of the Board (an “STI award”Award”). The target percentage is 60%, but the actual percentage as determined by the Board may range from 0% to higher than 100% of his base salary. Either of Dr. Xu or the Company may terminate the employment agreement at any time and for any reason. In the event that Dr. Xu’s employment is terminated by the Company without “Cause” or he resigns for “Good Reason” (each as defined in the Employment Agreement), he will be entitled to receive a sum equal to eighteen months of base salary in effect as of the termination date, a lump sum cash payment equal to one and a half times the most recently established and earned annual STI Award, all options granted to Dr. Xu to acquire Company Common Stock shall become vested as of the termination date, and the Company shall pay up to eighteen months of COBRA premiums. If Dr. Xu’s employment is terminated by the Company without Cause or he resigns for Good Reason, in each case, within three months prior to or eighteen months following certain changes in control of the Company, he will be entitled to receive a lump sum cash payment equal to thirty-six months of the base salary in effect as of the termination date, a lump sum cash payment equal to three times the most recently established and earned annual STI Award, all options granted to Dr. Xu to acquire Company Common Stock shall become vested as of the termination date, and the Company shall pay up to twenty four months of COBRA premiums.

Mr. Jeff CaubleJeffery Cauble. . The Company does not have an employment agreement with Mr. Cauble. Mr. Cauble’s current base salary is $264,000 per year.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

Haihong Zhu. Ms. Zhu became an executive officer in January 2022. The following table sets forth certain information regarding the compensation paid to our named executive officers (“NEOs”) for the fiscal years ended December 31, 2019 and 2018:Company does not have an employment agreement with Ms. Zhu. Ms. Zhu’s current base salary is $460,000 per year.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information about outstanding optionoptions held by the NEOs as of December 31, 2019.2021. The grant date fair value of the awards granted during the year ended December 31, 2019,2021 and the year ended December 31, 20182020 is disclosed in the Summary Compensation Table.

__________________

Potential Payments upon Termination or Change in Control

Dr. Xu has certain change of control rights under the Employment Agreement, as described above. The Compensation Committee considers these rights, on a case by case basis, to provide NEOs with the ability to make appropriate, informed decisions on strategy and direction of the Company that may adversely impact their particular positions, but nevertheless are appropriate for the Company and its stockholders. Our Compensation Committee believes that the Company should provide reasonable severance benefits to certain of its executive officers, recognizing that it may be difficult for such officers to find comparable employment within a short period of time and that severance arrangements may be necessary to attract highly qualified officers in a competitive hiring environment.

The following table describes the potential payments upon a hypothetical termination without cause, resignation for good reason or due to a change in control of the Company on December 31, 20192021, for the NEOs. The actual amounts that may be paid upon an executive’s termination of employment can only be determined at the actual time of such termination.

__________

PROPOSAL 2:PROPOSAL 2

APPROVAL OF THE POTENTIAL ISSUANCEAMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF IN EXCESS OF 19.99% OF OUR OUTSTANDING COMMONINCORPORATION TO EFFECT A REVERSE STOCK UPON THE CONVERSION OF AN OUTSTANDING CONVERTIBLE NOTESPLIT

Background and Description of Convertible Promissory NoteOverview

Our Board has unanimously approved an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of all outstanding shares of our common stock at an exchange ratio ranging from one-for-twenty (1:20) to one-for-fifty (1:50). You are now being asked to consider and vote upon this amendment to our amended and restated certificate of incorporation. Should we receive the required stockholder approval, the Board will have the sole authority to elect, at any time prior to December 15, 2023: (1) whether or not to effect a proposal (the “Share Issuance Proposal”)reverse stock split, and (2) if so, the number of whole shares of our common stock, between and including twenty and fifty, which will be combined into one share of our common stock. The Board believes that providesproviding the flexibility for the potential issuanceBoard to choose an exact split ratio based on then-current market conditions is in the best interests of the Company and its stockholders. Even with stockholder approval of this proposal, the Board would not be obligated to pursue the reverse stock split. Rather, directors would have the flexibility to decide whether or not a reverse stock split (and at what ratio) would be in the best interests of the Company and its stockholders.

If approved by the stockholders and following such approval the Board determines that affecting a reverse stock split is in our best interests and those of our stockholders, the reverse stock split will become effective upon filing an amendment to our amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The amendment filed thereby will contain the number of shares approved by the stockholders and selected by the Board within the limits set forth in this Proposal to be combined into one share of our Common Stock in excess of 19.99% of our outstanding shares of Common Stock upon the conversion of a convertible promissory note that we issued in a private placement in July 2019.common stock.

On July 23, 2019,Although we entered into and closed a private placement under a Securities Purchase Agreement (the “Purchase Agreement”)presently intend to effect the reverse stock split only if necessary to regain compliance with Orbrex (USA) Co. Limited (the “Investor”) pursuant to which we issued and sold toThe Nasdaq Capital Market’s minimum bid requirement, the Investor an unsecured convertible promissory note inBoard has reserved the original principal amountright, notwithstanding the stockholders’ approval of $1,000,000 (the “Convertible Note”).  The Convertible Note is convertible after six months from the issuance date into sharesproposed amendment of our Common Stock at a conversion price equal to the loweramended and restated certificate of (a) $1.80 per share and (b) 90% of the closing sale price of our Common Stock on the date of conversion (subject to a floor conversion price of $0.10) (the “Conversion Price”).   However, the Convertible Note is not convertible unless and until the issuance of the shares of Common Stock pursuant to the conversion of the Convertible Note is approved at that Annual Meeting (the “Stockholder Approval Requirement”).

The Convertible Note bears interest at the rate of twenty-four percent (24%) per annum and is payable quarterly in arrears. Unless sooner converted, all principal under the Convertible Note, together with all accrued and unpaid interest thereupon, will be due and payable eighteen (18) months from the date of the issuance of the Convertible Note (the “Maturity Date”). However, if our stockholders do not approve the issuance of common stock upon the conversion of the Convertible Noteincorporation at the Annual Meeting, the Maturity Date will accelerate to the date that is fourteen (14) days after the Annual Meeting. The Convertible Note may be prepaid by the Company without penaltyabandon it at any time after it becomes convertible,without further action by the stockholders. The Board may consider a variety of factors in determining whether or not to proceed with the proposed amendment of our amended and restated certificate of incorporation, including overall trends in the stock market, recent changes and anticipated trends in the per-share market price of our common stock, business developments, and our actual and projected financial performance. If the closing bid price of our common stock on The Nasdaq Capital Market reaches a minimum of $1.00 per share and remains at which timeor above that level for a minimum of ten consecutive trading days (or longer, if required by the Investor will haveNasdaq Listing Qualifications Panel), as discussed more fully below, the rightBoard may decide to convertabandon the Convertible Note before prepayment thereof.filing of the proposed amendment to our amended and restated certificate of incorporation. If the Board fails to implement a reverse stock split prior to December 15, 2023, stockholder approval again would be required prior to implementing any reverse stock split.

On the date that is six (6) months after the issuancePurpose and Background of the Convertible Note but subjectProposed Reverse Stock Split

Our primary objective in effectuating the reverse stock split would be to attempt to raise the Stockholder Approval Requirement, and for so long thereafter as any principal and accrued but unpaid interest under the Convertible Note remains outstanding, the Investor may convert the Convertible Note, in whole or in part, into a number of shares of Common Stock equal to (i) the principal amount being converted, together with any accrued or unpaid interest thereon, divided by (ii) the Conversion Price in effect at the time of conversion. The Investor does not have the right to exercise any portion of the Convertible Note if the Investor, together with its affiliates, would beneficially own in excess of 4.99% of the number of sharesper-share trading price of our Common Stock outstanding immediately after giving effectcommon stock in an effort to such exercise.

continue our listing on The Convertible Note contains customary eventsNasdaq Capital Market, or Nasdaq. To maintain listing, Nasdaq requires, among other things, that our common stock maintain a minimum bid of default, including the suspension or failure of our Common Stock$1.00 per share pursuant to be traded on a trading platform, our failure to pay interest or principal when due, or if we seek file for bankruptcy or take some other similar action for the benefit of creditors. In the event of any default under the Convertible Note, the Investor may accelerate all outstanding interest and principal due under the Convertible Note. From and after an event of default, the interest rate under the Convertible Note will increase to twenty-eight percent (28%) per annum.

As of March 31, 2020, the outstanding balance of the Convertible Note was $1.0 million in principal and $60,000 accrued but unpaid interest.

We previously entered into a private placement of a convertible note on January 29, 2019 with the Investor, at which time we sold to the Investor a convertible note in the principal amount of $800,000 that had terms substantially similar to the Convertible Note (including the same conversion price)Nasdaq Listing Rule 5550(a)(2). The issuance of shares of Common Stock upon the conversion of the January 2019 Note was approved by our stockholders at our 2019 Annual meeting of stockholders held on May 30, 2019.  As of March 31, 2020, the outstanding principal and interest under the January 2019 convertible note held by the Investor was $209,000 in the aggregate.

On March 7, 2022, we received a notice from the Listing Qualifications Staff of Nasdaq that our common stock had failed to maintain Nasdaq’s minimum closing bid price requirement of $1.00 per share. We were originally granted 180 days, or until September 5, 2022, to demonstrate compliance with this requirement or face delisting of our common stock from The InvestorNasdaq Capital Market. The Company was unable to regain compliance with the bid price requirement by September 5, 2022. However, on September 7, 2022, the Company received a notice from Nasdaq granting the Company an additional 180 calendar days, or until March 6, 2023, to regain compliance with the minimum $1.00 bid price per share requirement for continued listing on The Nasdaq Capital Market. The Board is seeking approval for the authority to effectuate the reverse stock split as a means of increasing the share price of our common stock at or above $1.00 per share in order to avoid further action by Nasdaq. We expect that the reverse stock split will increase the bid price per share of our common stock above the $1.00 per share minimum price, thereby satisfying this listing requirement. However, there can be no assurance that the reverse stock split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our common stock on The Nasdaq Capital Market.

In addition, we believe that the low per-share market price of our common stock impairs its marketability to and acceptance by institutional investors and other members of the investing public and creates a negative impression of the Company. Theoretically, decreasing the number of shares of common stock outstanding should not, by itself, affect the marketability of the shares, the type of investor who would be interested in acquiring them, or our reputation in the financial community. In practice, however, many investors, brokerage firms and market makers consider low-priced stocks as unduly speculative in nature and, as a matter of policy, avoid investment and trading in such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. The presence of these factors may be adversely affecting, and may continue to adversely affect, not only the pricing of our common stock but also its trading liquidity. In addition, these factors may affect our ability to raise additional capital through the sale of our stock.

We further believe that a higher stock price could help us attract and retain employees and other service providers. We believe that some potential employees and service providers are less likely to work for a company owned by Yuan Lan Fang.  On April 19, 2019, we entered intowith a separate private placement with Ms. Yuan pursuant to which we issued and sold to her 444,445 pre-funded warrants for a purchaselow stock price, regardless of the size of the company’s market capitalization. If the reverse stock split successfully increases the per-share price of $1.70 per pre-funded warrant. Each such pre-funded warrant was immediately exercisable for one share of Common Stock at an exercise price of $0.10 per shareour common stock, we believe this increase will enhance our ability to attract and remains exercisable until exercisedretain employees and service providers.

We hope that the decrease in full. Ms. Yuan does not have the right to exercise any portion of the pre-funded warrants if Ms. Yuan, together with her affiliates (including the Investor), would beneficially own in excess of 4.99% of the number of shares of our Common Stock outstanding common stock as a consequence of the reverse stock split, and the anticipated increase in the price per share, will encourage greater interest in our common stock by the financial community and the investing public, help us attract and retain employees and other service providers, and possibly promote greater liquidity for our stockholders with respect to those shares presently held by them. However, the possibility also exists that liquidity may be adversely affected by the reduced number of shares which would be outstanding if the reverse stock split is effected, particularly if the price per share of our common stock begins to decline after the reverse stock split is effected.

There can be no assurance that the reverse stock split will achieve any of the desired results. There also can be no assurance that the price per share of our common stock immediately after giving effectthe reverse stock split will increase proportionately with the reverse stock split, or that any increase will be sustained for any period of time.

If stockholders do not approve this Proposal and our stock price does not otherwise increase to such exercise. As of the date of this proxy statement, Ms. Yuan continues to hold 224,445 of these pre-funded warrants. In August 2018, we also offered and sold to Ms. Yuan an aggregate of 100,000 shares of our Common Stock for a purchase price of $1.80greater than $1.00 per share and 296,500 pre-funded warrants for at least ten consecutive trading days before March 6, 2023, we expect our common stock to be subject to a purchasedelisting action by The Nasdaq Capital Market. Although we may appeal Nasdaq’s determination to a hearings panel in order to present a plan to regain compliance, we believe the reverse stock split is the most likely way to assist the stock price of $1.70 per pre-funded warrant with an exercise price of $0.10. All 296,500 pre-funded warrants were exercised as of March 31, 2020.

Why We Need Stockholder Approval

Because our Common Stock is traded onin reaching the minimum bid level required by The Nasdaq Capital Market, although effecting the reverse stock split cannot guarantee that we are subject towill be in compliance with the Nasdaq Listing Rules, including Nasdaq Listing Rule 5635(d)(2).  Pursuant to Nasdaq Listing Rule 5635(d)(2), stockholder approval is required prior to the issuance of securities in connection with a transaction (or a series of related transactions) other than a public offering involving the sale, issuance or potential issuance of Common Stock (or securities convertible into or exercisableminimum bid requirement for Common Stock) equal to 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance at a price that is less than the lower of (i) the closing price of our Common Stock immediately preceding the execution of the Convertible Note and (ii) the average closing price of our Common Stockeven for the fiveminimum ten-day trading days immediately precedingperiod required by The Nasdaq Capital Market. Furthermore, the execution ofreverse stock split cannot guarantee we will be in compliance with the Convertible Note (the “Minimum Price”).  On July 22, 2019, the closing price of our Common Stock was $3.20 and the average closing price of our Common Stock for the five trading days immediately preceding July 22, 2019 was $3.42.  As the Conversion Price is below the Minimum Price, we are seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(d)(2). The Stockholder Approval Requirement was incorporated into the Convertible Note in order to comply with Nasdaq Listing Rule 5635(d)(2).  Our Board has determined that it would be advisable and in the best interest of the Company and our stockholders to enable the Investor to be repaid under the Convertible Note through exercise of the Investor’s conversion rights thereunder rather than in cash.

Potential Effects of Approval of this Proposal

If the Share Issuance Proposal is approved, the issuance of shares of our Common Stock upon conversion would dilute, and thereby reduce, each existing stockholder’s proportionate ownership in our Common Stock.  For example, if the entire principal balance and accrued but unpaid interest under the Convertible Note as of March 31, 2020 in the amount of $1,060,000 were converted at a Conversion Price of $1.80 per share, then the conversion would result in the issuance of 588,889 shares of our Common Stock, which would increase our Common Stock outstanding as of March 31, 2020, from 5,768,885 shares to 6,357,774 shares (an increase of 10%).  Either a decrease in the Conversion Price below $1.80market capitalization, net worth or an increase in the unpaid interest under the Convertible Note would increase the number of shares of Common Stock issued in a conversion under the Convertible Note.

The stockholders do not have preemptive rights to subscribe to additional shares that may be issued by the Company in orderstockholders’ equity criteria required to maintain their proportionate ownership of the Common Stock. Such issuances could also dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by the Company.

Potential Effects of Non-Approval of this Proposal

If the Share Issuance Proposal is not approved by the stockholders, the Convertible Note would not be convertible and would become due and payable fourteen days after the Annual Meeting.  In such event, the Company may not have the resources to satisfy the Convertible Note at maturity, or the Company’s satisfaction of the Convertible Note may materially impair the Company’s working capital.  The inability to discharge such indebtedness may also materially adversely affect the Company’s ability to raise capital from third parties on attractive terms, if at all.our Nasdaq Capital Market listing.

If our common stock were delisted from The Nasdaq Capital Market, trading of our common stock would thereafter be conducted on the OTC Bulletin Board or the “pink sheets”. As a result, a stockholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our common stock. To relist shares of our common stock on The Nasdaq Capital Market, we would be required to meet the initial listing requirements for either The Nasdaq Capital Market or The Nasdaq Global Market, which are more stringent than the maintenance requirements.

If our common stock were delisted from The Nasdaq Capital Market and the price of our common stock were below $5.00 at such time, such stock would come within the definition of “penny stock” as defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act. That rule imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5 million or individuals with net worth in excess of $1 million or annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. These additional sales practice restrictions will make trading in our common stock more difficult and the market less efficient.

We are not aware of any present efforts by anyone to accumulate our common stock, and the proposed reverse stock split is not intended to be an anti-takeover device.

The Reverse Stock Split May Not Result in an Increase in the Per-Share Price of Our Common Stock; There Are Other Risks Associated with the Reverse Stock Split

We cannot predict whether the reverse stock split will increase the market price for our common stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

The market price of our common stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the reverse stock split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a reverse stock split.

Principal Effects of Reverse Stock Split on Market for Common Stock

On October 28, 2022, the closing bid price for our common stock on The Nasdaq Capital Market was $0.10 per share. By decreasing the number of shares of common stock outstanding without altering the aggregate economic interest represented by the shares, we believe the market price will be increased. The greater the market price rises above $1.00 per share, the less risk there will be that we will fail to meet the requirements for maintaining the listing of our common stock on The Nasdaq Capital Market. However, there can be no assurance that the market price of the common stock will rise to or maintain any particular level or that we will at all times be able to meet the requirements for maintaining the listing of our common stock on The Nasdaq Capital Market.

Principal Effects of Reverse Stock Split on Common Stock; No Fractional Shares

If stockholders approve granting the Board the authority to exercise its discretion to amend our amended and restated certificate of incorporation to effect a reverse stock split, and if the Board decides to effectuate such amendment and reverse stock split, the principal effect of the reverse stock split will be (i) to reduce the number of issued and outstanding shares of our common stock, in accordance and within the range of exchange ratios approved by the stockholders and selected by the Board in accordance with this Proposal, from approximately 45,997,792 shares to between and including approximately 2,299,890 and 919,956 shares, depending on which reverse stock ratio is determined by the Board and based upon the number of shares outstanding at the time such reverse stock split is effectuated. The total number of shares of common stock each stockholder holds will be reclassified automatically into the number of shares of common stock equal to the number of shares of common stock each stockholder held immediately before the reverse stock split divided by the exchange ratio approved by the stockholders and determined by the Board as set forth in this Proposal.

The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests, except to the extent that the reverse stock split results in any stockholders owning a fractional share. Stockholders holding fractional shares because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio ultimately selected by the Board will be issued one whole share in exchange for any fractional share interest that such stockholder would have received as a result of the reverse stock split. If the reverse stock split is effectuated, the par value of our common stock and preferred stock will remain unchanged at $0.001 per share and we will continue to be subject to the periodic reporting requirements of the Exchange Act.

Upon effectiveness of the reverse stock split, the number of authorized shares of common stock that are not issued or outstanding will increase substantially because the proposed amendment will not reduce the number of authorized shares while it will reduce the number of outstanding shares by a factor of between and including twenty and fifty, depending on the exchange ratio selected by the Board. In other words, if stockholders approve this Proposal and our Board effectuates the reverse stock split, the number of authorized but unissued shares of common stock would increase from approximately 304,002,208 shares to between and including approximately 347,700,110 and 349,080,044 shares. If stockholders approve this Proposal, the Company will continue to have 2,000,000 authorized but unissued shares of preferred stock. Authorized but unissued shares will be available for issuance, and we may issue such shares in financings or otherwise. If we issue additional shares, the ownership interest of holders of our common stock may also be diluted. Also, the issued shares may have rights, preferences or privileges senior to those of our common stock.

Principal Effects of Reverse Stock Split on Outstanding Options and Warrants

As of October 28, 2022, we had outstanding stock options to purchase an aggregate of 286,956 shares of common stock with exercise prices per share ranging from $2.98 to $41.70 per share; warrants to purchase an aggregate of 15,329,678 shares of common stock with exercise prices per share ranging from $0.14 to $26.80 per share; and debentures convertible into 66,417,536 shares of common stock. Under the terms of the options and warrants, when the reverse stock split becomes effective, the number of shares of common stock covered by each of them will be reduced to between and including one-twentieth and one-fiftieth the number currently covered and the exercise or conversion price per share will be increased by between and including twenty and fifty times the current exercise or conversion price, resulting in the same aggregate price being required to be paid therefor upon exercise or conversion thereof as was required immediately preceding the reverse stock split. The number of shares reserved under our option plan will decrease to between and including one-twentieth and one-fiftieth of the number of shares currently included in such plan.

Principal Effects of Reverse Stock Split on Legal Ability to Pay Dividends

The Board has not in the past declared, nor does it have any plans to declare in the foreseeable future, any distributions of cash, dividends or other property, and we are not in arrears on any dividends. Therefore, we do not believe that the reverse stock split will have any effect with respect to future distributions, if any, to our holders of common stock.

Accounting Matters

The reverse stock split will not affect the par value of our common stock. As a result, on the effective date of the reverse stock split, the stated capital on our balance sheet attributable to our common stock will be reduced by a factor of between and including twenty and fifty. In other words, stated capital will be reduced to between and including one-twentieth and one-fiftieth of its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per-share net income or loss and net book value of our common stock will be increased because there will be fewer shares of common stock outstanding.

Potential Anti-Takeover Effect

The increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board or contemplating a tender offer or other transaction for the combination of the Company with another company). However, this Proposal is not being proposed to facilitate implementing a poison pill in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to our Board and stockholders.

Exchange of Stock Certificates

If the reverse stock split is authorized by the stockholders, and the Board elects to implement the reverse split, stockholders will be notified as soon as practicable after the effective date that the reverse split has been effected. The Company’s transfer agent will act as “exchange agent” for purposes of implementing the exchange of stock certificates. Holders of pre-reverse split shares will be asked to surrender to the exchange agent certificates representing pre-reverse split shares in exchange for post-reverse split shares, including whole shares to be issued in lieu of fractional shares (if any) in accordance with the procedures to be set forth in a letter of transmittal to be sent by the Company. Until surrender, each certificate representing shares before the reverse stock split would continue to be valid and would represent the adjusted number of shares based on the exchange ratio of the reverse stock split rounded up to the nearest whole share. No new post-reverse split share certificates, including those representing whole shares to be issued in lieu of fractional shares will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

Even if the stockholders approve the reverse stock split, the Board reserves the right to not effect the reverse stock split if in the Board’s opinion it would not be in our best interests or those of our stockholders to effect such reverse stock split.

No Dissenters’ Rights

Under the Delaware General Corporation Law, stockholders are not entitled to dissenter’s rights with respect to the reverse stock split, and the Company will not independently provide stockholders with any such right.

Material Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of the material federal income tax consequences of the reverse stock split to holders of our common stock and to the Company. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary Treasury Regulations promulgated thereunder, Internal Revenue Service (“IRS”) rulings, administrative pronouncements and judicial decisions in effect as of the date of this proxy statement, all of which are subject to change (possibly with retroactive effect) or to different interpretations. The summary does not address all aspects of federal income taxation that may apply to a stockholder as a result of the reverse stock split and is included for general information only. In addition, the summary does not address any state, local or non-U.S. income or other tax consequences of the reverse stock split.

The summary does not address tax consequences to stockholders that are subject to special tax rules, including, without limitation, banks, insurance companies, regulated investment companies, personal holding companies, non-U.S. entities, nonresident alien individuals, broker-dealers, S corporations, entities treated as partnerships or partners of such partnerships, persons who acquired our common stock pursuant to the exercise of compensatory stock options or the vesting of restricted shares of common stock, estates, trusts and tax-exempt entities. The summary further assumes that stockholders have held our common stock subject to the reverse stock split as a capital asset within the meaning of Section 1221 of the Code, and will continue to hold such common stock as a capital asset following the reverse stock split. No ruling from the IRS or opinion of counsel will be obtained regarding the federal income tax consequences to stockholders as a result of the reverse stock split.

THE FOLLOWING DISCUSSION IS BASED ON CURRENT LAW AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE REVERSE STOCK SPLIT. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES. THIS DISCUSSION IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE.

We believe that the reverse stock split, if implemented, would be a tax-free recapitalization under the Code. If the reverse stock split qualifies as a recapitalization under the Code, then, generally, for United States federal income tax purposes, no gain or loss will be recognized by the Company in connection with the reverse stock split, and no gain or loss will be recognized by stockholders that exchange their shares of pre-split common stock for shares of post-split common stock. The post-split common stock in the hands of a stockholder following the reverse stock split will have an aggregate tax basis equal to the aggregate tax basis of the pre-split common stock held by that stockholder immediately prior to the reverse stock split. Similarly, a stockholder’s holding period for the post-split common stock will be the same as the holding period for the pre-split common stock exchanged therefor.

Alternative characterizations of the reverse stock split are possible. For example, while the reverse stock split, if implemented, would generally be treated as a tax-free recapitalization under the Code, stockholders whose fractional shares resulting from the reverse stock split are rounded up to the nearest whole share may recognize gain for federal income tax purposes equal to the value of the additional fractional share. However, we believe that, in such case, the resulting tax liability may not be material in view of the low value of such fractional interest. Stockholders should consult their own tax advisors regarding alternative characterizations of the reverse stock split for federal income tax purposes.

THE COMPANY’S VIEW REGARDING THE TAX CONSEQUENCE OF THE REVERSE STOCK SPLIT IS NOT BINDING ON THE IRS OR THE COURTS. ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISORS REGARDING ALL OF THE POTENTIAL TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE STOCK SPLIT.

Vote Required

This Proposal to approve granting the potential issuanceBoard the authority to exercise its discretion to amend our amended and restated certificate of in excess of 19.99%incorporation to effect a reverse stock split of our outstanding Common Stock uponshares of common stock, if necessary to regain compliance with The Nasdaq Capital Market’s minimum bid requirement, at any exchange ratio including and between one-for-twenty (1:20) and one-for-fifty (1:50), at any time by December 15, 2023, and once approved by the conversionstockholders, the timing of the Convertible Noteamendment, if at all, and the exercisespecific reverse split ratio to be effected, shall be determined in the sole discretion of pre-funded warrantsour Board, will be approved if the voteholders of thea majority of the votes present, in person or by proxy,shares of common stock outstanding as of October 28, 2022 and entitled to vote at the Annual Meeting vote in favor of the proposal. .this Proposal. As a result, abstentions and broker non-votes will have the same effect as a votevotes “Against” this Proposal and broker non-votes will have no effect on this Proposal.

Board Recommendation

Our Board believes the approval of the Share Issuance Proposalamendment to our amended and restated certificate of incorporation in the form attached to this proxy statement as Appendix A to effect a reverse stock split, if necessary, by our stockholders is in the best interests of the Company and our stockholders.

THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “FOR” PROPOSAL 2.

PROPOSAL 3:PROPOSAL 3

APPROVAL OF ADOPTION OF AN AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION2016 EQUITY INCENTIVE PLAN

Proposal

On April 6, 2020, the Board unanimously executed a written consent approving the adoption of a newWe are proposing that our stockholders approve an amendment (the “Plan Amendment”) to our Amended and Restated Certificate of Incorporation (the “New Certificate”), subject to stockholder approval, that would amend and restate the Company’s current Sixth Amended and Restated Certificate of Incorporation, as2016 Equity Incentive Plan (as previously amended (the “Current Certificate”) by:

The Board urges stockholders to carefully read the description of the New Certificate and its related effects, which are set forth in this proxy statement. The summary of the New Certificate contained herein should be read in conjunction with, and is qualified in its entirety by referenceprior to the complete text ofPlan Amendment, the New Certificate attached hereto as Appendix A.

Background and Overview

Dr. Xiaochun (Chris) Xu is our Chief Executive Officer, and Chairman of“Plan”) in order to increase the Board, and he is also the ultimate beneficial owner of our largest stockholder, Boyalife Asset Holding II, Inc. (“Boyalife AH”). Boyalife AH is an Illinois corporation that is owned directly by Boyalife Group, Inc., an Illinois corporation that is directly owned and controlled 100% by Dr. Xu. Boyalife AH and Boyalife Group, Inc. are a part of a group of affiliated companies (collectively, “Boyalife”) that are owned and controlled by Dr. Xu and that own and hold interests in companies in the U.S., China, and other countries relating to cell processing, biopharmaceutical development, and genomics entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” of this proxy statement as further described under the section. In connection with the Purchase Agreement and subsequent thereto, the Company and Boyalife have entered into various other agreements and transactions, Boyalife has been a significant investor in our Company since February 2016. In February 2016, Boyalife entered into an investment transaction with the Company by entering into a Purchase Agreement, dated February 2, 2016, under which the Company sold to Boyalife a combinationaggregate number of shares of Common Stock senior secured convertible debentures,that may be issued under the Plan from 1,200,000 shares to 3,000,000 shares.

Our Board believes that the Plan is a vital component of our compensation programs, since it allows us the ability to compensate our employees, consultants and non-employee directors whose contributions are important to our success by offering them the opportunity to participate in our future performance, while at the same time providing an incentive to build long-term stockholder value. We operate in a five-year warrantcompetitive market and new hire grants are essential in helping us attract talented individuals. Likewise, annual grants are essential in helping us retain and motivate our most valuable employees. Both new hire grants and annual grants help keep employees’ interests aligned with the interests of our stockholders.

In view of the foregoing and for the reasons described below, on October 6, 2022, the Board approved the Plan Amendment, provided that the Plan Amendment is subject to purchase additionalapproval by our stockholders and will not become effective unless and until approved by our stockholders at the Annual Meeting. Therefore, our Board and management recommend that our stockholders approve the Plan Amendment. If our stockholders do not approve the Plan Amendment, the Plan will remain in effect but without the changes provided in the Plan Amendment.

A copy of the Plan Amendment is attached to this proxy statement as Appendix B.

Background of the Plan and Plan Amendments; Dilutive Impact

On May 5, 2017, our stockholders approved the Plan originally with 600,000 authorized shares. The purpose of the Plan is to promote our interests and our stockholders’ interests by aiding us in attracting and retaining employees, officers, consultants, advisors and non-employee directors capable of assuring the future success of our Company, to offer such persons incentives to put forth maximum efforts for the success of our business, and to compensate such persons through various stock-based arrangements and provide them with opportunities for stock ownership in our Company, thereby aligning the interests of such persons with our stockholders.

On June 22, 2018, our stockholders approved an increase (i) of 725,000 authorized shares (to 1,325,000 shares) available for issuance under the Plan; (ii) of 185,000 shares (to 400,000 shares) to the aggregate maximum number of shares of Common Stock (the “Boyalife Financing”). At all times subsequentthat a Plan participant could be granted under the Plan in any calendar year; (iii) of 6,500 shares (to 20,000 shares) to the Boyalife Financing, Dr. Xuaggregate maximum number of shares of Common Stock that a non-employee director could be granted under the Plan in any calendar year; and Boyalife have held(iv) to 1,325,000 shares representing the aggregate maximum number of shares of Common Stock that could be issued under the Plan as incentive stock options.

On May 30, 2019, our stockholders approved an increase (i) by 2,600,000 shares (to 3,925,000 shares) the number of authorized shares of Common Stock available for issuance pursuant to awards under the Plan; (ii) by 400,000 shares (to 800,000 shares) the aggregate maximum number of shares of Common Stock that a significant portionPlan participant may be granted under the Plan in any calendar year pursuant to stock options, stock appreciation rights, or share-denominated performance awards; (iii) by 30,000 shares (to 50,000 shares) the aggregate maximum number of shares that may be granted under the Plan to any non-employee director of the voting powerCompany in any calendar year, excluding awards under the Plan made in lieu of cash fees; and (iv) to 3,925,000 shares the aggregate maximum number of shares of Common Stock that may be issued under the Plan as incentive stock options under Section 422 of the Company’s outstanding equity securities and have beenInternal Revenue Code of 1986, as amended (the “Code”). All of these amounts were subsequently adjusted in a position to influence (subject to our organizational documents, Delaware law, andconnection with the rulesone for ten reverse stock split of the NasdaqCommon Stock Market)effected by the composition of the Board and the outcome of corporate actions requiring stockholder approval. See the section of this proxy statement entitled “STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THERMOGENESIS HOLDINGS, INC.”Company on June 4, 2019.

During MarchOn January 13, 2022, our stockholders approved an amendment to the Plan to (i) increase the aggregate maximum number of shares of Common Stock available to be issued under the Plan from 392,500 shares to 1,200,000 shares and April(ii) increase the aggregate maximum number of 2020, Dr. Xu andshares of Common Stock that may be issued under the membersPlan as incentive stock options under the Code from 392,500 to 1,200,000.

Before giving effect to the Plan Amendment, as of October 28, 2022, there were 286,331 shares of Common Stock subject to outstanding awards under the Plan, with all such awards being in the form of stock options. Before giving effect to the Plan Amendment, 909,636 shares of our Common Stock remained available for grants under the Plan. The Board periodically discussedbelieves that this share reserve amount is insufficient to meet the potential benefits of creating a new class of nonvoting stockfuture incentive needs of the Company and that the share reserve amount under the Plan should be increased to use for potential acquisitions or other transactions. On April 3, 2020, at a special telephonic meeting3,000,000 shares in the aggregate (before giving effect to any reverse stock split as described in Proposal 2 above).

The Board firmly believes that the approval of the Plan Amendment to increase the share reserve under the Plan is essential to build and grow our business. The Board Dr. Xu formally communicated to the Board a proposal to create a new class of nonvoting common shares in order to, among other things, provide the Company with a mechanism to issue common equity securities in the future for acquisitions, financing transactions, andbelieves that equity awards without dilutingin meaningful amounts motivate high levels of performance, align the voting powerinterests of our employees and stockholders by giving employees the existing holdersperspective of the Company’s Common Stock, including Boyalife. Dr. Xu explained that, in his view, the creation of a class of nonvoting stock would facilitate potential growth of the Company by enabling the Company to pursue strategic and opportunistic acquisitions and financings while maintaining the Company’s stability and enabling the Company to focus on achieving its long-term objectives. Mr. Xu stated that, although the creation of a class of nonvoting stock may be beneficial to Boyalife and himself in view of Boyalife’s large current ownership interestan owner with an equity stake in the Company, and provide an effective means of recognizing employee contributions to the main purposesuccess of the nonvoting stock would beCompany. The Board believes that equity awards are a competitive necessity in the environment in which we operate and are essential to provide increased flexibility toour continued success at recruiting and retaining the highly qualified technical and other key personnel who will help the Company meet its goals, as well as rewarding and its management teamencouraging current employees. The Board believes that the ability to pursue long-term stable growth and potential acquisitions withcontinue to grant meaningful equity awards will be important to our future success. In setting the objectivenew amount of enhancing value for all ofshares authorized under the Company's stockholders. In particular, Dr. Xu expressed his belief that there are potential acquisition opportunities that management would like to explore, particularlyPlan (as set forth in the areasPlan Amendment), the Board considered, among other factors, the historical amounts of biobanking and other cell processing and storage businesses, that may be beneficial and synergistic to the Company’s core business, butequity awards granted by the Company, does not have the cashpotential future grants over the next several years, increases in the number of outstanding shares during the past twelve months, and capital resources to fund such acquisitions for cash.

At the April 3, 2020 Board meeting, Dr. Xu specifically proposed that the Company authorize up to 100,000,000 shares of a new class of nonvoting common stock to be designated as “Class B Common Stock”. In addition, Dr. Xu proposed that the Current Certificate, which is comprised of a Sixth Amended and Restated Certificate of Incorporation and multiple amendments, be consolidated into a single New Certificate that would contain the above-referenced proposed amendment and that would delete provisions that are no longer applicable. The Board was presented with a draft of the New Certificate and was advised that although the restatement of the Current Certificate in order to consolidate provisions and delete inapplicable provisions does not require stockholder approval by itself, the addition of the Class B Common Stock necessitates stockholder approval under the Delaware General Corporation Law.

Following Dr. Xu’s proposal, the Board was advisedrecommendations by the Company’s outside counsel thatCEO for other named executive officers.

Based solely on the independent and disinterested directorsclosing price of our Common Stock as reported on The Nasdaq Capital Market on October 28, 2022, the maximum aggregate market value of the Company (being all directors of1,800,000 additional shares that could potentially be issued under the Company other than Dr. Xu) should meet in executive session without Dr. Xu presentPlan Amendment is approximately $180,000 Equity awards are generally limited to consider and discuss Dr. Xu’s proposal to approve the New Certificate. Accordingly, following the Board meeting, the independent directors held a separate conference call with Company counsel to consider and discuss the proposal to approve the New Certificate. At this meeting, it was noted that the concept of creating a class of nonvoting common stock had been discussed on prior occasions and that the independent directors had been generally receptive to the idea. They further acknowledged that Boyalife’s investment, loan, and other transactions have been beneficial to the Company’s other stockholders and have been(1) those positions deemed critical to the continued viabilityour future success, (2) individuals whose personal performance makes them highly valuable to us, and potential growth of the Company. At the end of the meeting, the independent directors unanimously voted to recommend that the Board approve the adoption of the New Certificate, including the authorization of the Class B Common Stock. On April 6, 2020, the members of the Board unanimously executed a written consent approving the adoption of the New Certificate, subject to stockholder approval.(3) essential new hires.

Description of New Certificate

The New Certificate, if approved, will amend the Current Certificate by creating and authorizing a new class of 100,000,000 shares of common stock to be designated as “Class B Common Stock” with a par value of $0.001 per share. If the New Certificate is approved, the Class B Common Stock will be equal in all respects on a per share basis to the Common Stock, except as to voting rights and stock splits or stock dividends. In the case of voting rights, the Common Stock is entitled to one vote per share, while the Class B Common Stock would have no voting rights on any matters submitted to a vote of stockholders unless required by law. In the case of stock splits or stock dividends, holders of Common Stock and Class B Common Stock will receive Common Stock and Class B Common Stock, in each case in the same ratio; provided that the Board may elect to distribute Class B Common Stock to all stockholders. A summary of the material terms of the Plan, as amended by the Plan Amendment, is included below. The summary is entirely qualified by reference to the Plan as amended and restated to include the provisions of the Plan Amendment, which amendment and restatement is attached to this proxy statement as Appendix C (the “Amended and Restated Plan”). Stockholders are urged to carefully read the provisions of the Amended and Restated Plan.

Summary of the Amended and Restated Plan

Administration

The Compensation Committee administers the Plan and has full power and authority to determine when and to whom awards will be granted, and the type, amount and other terms and conditions of each award, consistent with the provisions of the Plan. Subject to the provisions of the Plan, the Compensation Committee may amend the terms of, or accelerate the exercisability of, an outstanding award. The Compensation Committee has authority to interpret the Plan and establish rules and regulations for the administration of the Plan.

The Compensation Committee may delegate its powers under the Plan to one or more officers or directors, except that such delegated officers will not be permitted to grant awards to any officers or Affiliate who are subject to Section 16 of the Exchange Act or in a manner as would cause the Plan not to comply with applicable exchange rules or applicable corporate law.

Eligibility

Any employee, officer, non-employee director, consultant, independent contractor or advisor providing services to the Company or an affiliate, or any person to whom an offer of employment has been made, and who is selected by the Compensation Committee to participate, is eligible to receive an award under the Plan. As of October 28, 2022, there were approximately 38 employees and officers, 3 non-employee directors and 2 consultants, independent contractors and advisors who were eligible to receive awards under the Plan.

Shares Available for Awards

Currently, the aggregate number of shares that may be issued under all stock-based awards made under the Plan is 1,200,000 common shares. If the Plan Amendment is approved by the stockholders, 3,000,000 shares will be approved (before giving effect to any reverse stock split as described in Proposal 2 above). In addition, for stock options and stock appreciation rights (“SARs”), the aggregate number of shares with respect to which such awards are exercised, rather than the number of shares actually issued upon exercise, will be counted against the number of shares available for awards under the Plan. If awards under the Plan expire or otherwise terminate without being exercised, the shares of Common Stock not acquired pursuant to such awards shall again become available for issuance under the Plan. However, under the following circumstances, shares will not again be available for issuance under the Plan: (i) shares unissued due to a “net exercise” of a stock option, (ii) any shares withheld or shares tendered to satisfy tax withholding obligations with respect to a stock option, restricted stock unit or SAR, (iii) shares covered by a SAR that is not settled in shares upon exercise and (iv) shares repurchased using stock option exercise proceeds. In addition, awards that do not entitle the recipient to receive or purchase shares shall not be counted against the number of shares available for issuance under the Plan.

Certain awards under the Plan are subject to limitations. No person may be granted stock options, stock appreciation rights, or share-denominated performance awards under the Plan for more than 80,000 shares of our Common Stock applicablein any calendar year. The maximum amount payable to Class B Common Stock, if approveda participant within any taxable year under all performance awards denominated in cash may not exceed $6,000,000. Non-employee directors may not be granted awards in any calendar year of more than 5,000 shares.

The Compensation Committee will adjust (i) the number and type of shares available under the Plan, (ii) the number and type of shares subject to outstanding awards, (iii) the purchase price or exercise price of outstanding awards or (iv) the share limits described above in the case of a dividend (other than a regular cash dividend), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-off, repurchase or exchange of shares, or other similar corporate transaction where such an adjustment is necessary to prevent dilution or enlargement of the benefits available under the Plan. Any adjustment determination made by stockholders, is set forth under “—Description of Common Stock.”the Compensation Committee or the Board shall be final, binding and conclusive.

Except for the foregoing, the New Certificate will not modify or change the Current Certificate except to add headings, consolidateType of Awards and integrate provisionsTerms and amendments in the Current Certificate and to delete sections of the Current Certificate that are no longer applicable as permitted by the Delaware General Corporation Law.

If the New Certificate is adopted by stockholders, the Board intends to cause the New Certificate to be filed with the Secretary of State of Delaware, and the New Certificate will be effective upon such filing. The Board would then be free (with certain exceptions) to authorize the issuance of Class B Common Stock without any further action on the part of stockholders. Although the Board presently intends to file the New Certificate if it is approved by the stockholders, the Board reserves the right to defer or abandon the New Certificate and to not file it even if it is approved by the stockholders. Although the Board does not currently anticipate exercising its right to abandon the New Certificate nor does it contemplate any specific events which would trigger the abandonment of the New Certificate, the Board will defer or abandon the adoption of the New Certificate, if, in its business judgment, adverse market conditions or general economic conditions affecting the Company are such as to make the New Certificate no longer in the best interests of the Company or its stockholders.

Description of Common Stock

In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of Preferred Stock.

Holders of Common Stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock, which we may designate in the future.

Effect of Certain Provisions of Our Current Certificate and Bylaws and the Delaware Anti-Takeover StatuteConditions

Current Certificate and Bylaws. Some provisionsThe Plan provides that the Compensation Committee may grant awards to eligible participants in any of Delaware law and our Current Certificate and Bylaws contain provisions that could make the following transactions more difficult:(i) acquisition of us by means of a tender offer; (ii) acquisition of us by means of a proxy contestforms, subject to such terms, conditions and provisions as the Compensation Committee may determine to be necessary or otherwise; or(iii)removal of our incumbent officers and directors.These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids and to promote stability in our management. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board.desirable:

Options and SARs

The holder of an option is entitled to purchase a number of shares of our Common Stock at a specified exercise price during a specified time period, all as determined by the Compensation Committee. The holder of a SAR is entitled to receive the excess of the fair market value (calculated as of the exercise date) of a specified number of shares of our Common Stock over the grant price of the SAR.

Exercise Price. The Compensation Committee has the discretion to determine the exercise price and other terms of options and SARs, except that the exercise price will in no event be less than 100% of the fair market value per share of our Common Stock underlying the award on the date of grant, unless such option or SAR is granted in substitution for an option or SAR previously granted by a merged or acquired entity. Without the approval of stockholders, we will not amend or replace previously granted options or SARs in a transaction that constitutes a “repricing” as discussed in the Plan.

Vesting. The Compensation Committee has the discretion to determine when and under what circumstances an option or SAR will vest.

Exercise. The Compensation Committee has the discretion to determine the method or methods by which an option or SAR may be exercised, which methods may include a net exercise. The Compensation Committee is not authorized under the Plan to accept a promissory note as consideration.

Expiration. Options and SARs will expire at such time as the Compensation Committee determines; provided, however, that no option or SAR may be exercised more than ten years from the date of grant, except that, in the case of an ISO held by a 10% stockholder, the option may not be exercised more than five years from the date of grant.

Special Limitations on ISOs. In the case of a grant of an option intended to qualify as an ISO, no such option may be granted to a participant who owns, at the time of the grant, stock representing more than 10% of the total combined voting power of all classes of our stock or our subsidiaries unless the exercise price per share of our Common Stock subject to such ISO is at least 110% of the fair market value per share of our Common Stock on the date of grant, and such ISO award is not exercisable more than five years after its date of grant.

Restricted Stock and Restricted Stock Units

The holder of restricted stock will own shares of our Common Stock subject to restrictions imposed by the Compensation Committee for a specified time period determined by the Compensation Committee. The holder of restricted stock units will have the right, subject to restrictions imposed by the Compensation Committee, to receive shares of our Common Stock at some future date determined by the Compensation Committee. The grant, issuance, retention, vesting and/or settlement of restricted stock and restricted stock units will occur at such times and in such installments as determined by the Compensation Committee. The Compensation Committee will have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of restricted stock and restricted stock units subject to continued employment, passage of time and/or such performance conditions as are deemed appropriate by the Compensation Committee. Unless otherwise specified by the Compensation Committee, upon a participant ceasing to provide service as an employee or a non-employee director, all unvested shares of restricted stock and restricted stock units shall be forfeited and reacquired by us.

Dividend Equivalents

The holder of a dividend equivalent will be entitled to receive payments (in cash, shares of our Common Stock, other securities or other property) equivalent to the amount of cash dividends paid by us to our stockholders, with respect to the number of shares determined by the Compensation Committee. Dividend equivalents will be subject to other terms and conditions determined by the Compensation Committee, but the Compensation Committee may not (i) grant dividend equivalents in connection with options or SARs or (ii) pay a dividend equivalent with respect to an award prior to the date on which all performance-based conditions or restrictions on such award have been satisfied, waived or lapsed.

Performance Awards

The Plan authorizes the Compensation Committee to grant performance awards denominated or payable in cash, shares (including restricted stock and restricted stock unit awards), other securities, other awards or other property under the Plan that would have been intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code prior to the amendment to Section 162(m) made by the Tax Cuts and Jobs Act (“performance awards”). The Tax Cuts and Jobs Act removed the exemption for “performance-based compensation” from the deduction limit under Section 162(m) of the Code, so awards made after the effective date of the change cannot qualify as “performance-based compensation.” Performance awards will be conditioned solely upon the achievement of one or more objective performance goals established by the Compensation Committee within the time period formerly prescribed by Section 162(m) of the Code for “performance-based compensation.” The Compensation Committee must determine the length of the performance period, establish the performance goals for the performance period, and determine the amounts of the performance awards for each participant no later than 90 days after the beginning of each performance period according to the requirements of Section 162(m) of the Code that formerly applied to “performance-based compensation.”

Performance goals must be based solely on one or more of the following, either individually, alternatively or in any combination, applied on a corporate, subsidiary, division, business unit or line of business basis: economic value added; sales or revenue; costs or expenses; net profit after tax; gross profit; income; cash flow; earnings; earnings per share; earnings per share from continuing operations; returns; margins; ratios; budget comparisons; unit volume; stock price; net working capital; value creation; market share; market capitalization; workforce satisfaction and diversity goals; employee retention; production metrics; development milestones for clinical therapies; development; implementation or completion of key projects; or strategic plan development and implementation. Such goals may reflect absolute results of individual performance or organizational performance at various levels. When establishing performance criteria, the Compensation Committee may allow the exclusion of charges related to an event or occurrence that the Compensation Committee determines should properly be excluded.

Under the Plan, following the close of each performance period, the Compensation Committee is required to certify that the applicable performance goals have been met prior to payment of any performance awards to participants.

Other Stock-Based Awards

The Compensation Committee is also authorized to grant other types of awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our Common Stock, subject to terms and conditions determined by the Compensation Committee and the limitations in the Plan. No other stock-based awards shall contain a purchase right or option-like exercise feature.

Duration, Termination and Amendment

The Plan has a term of ten years expiring on July 7, 2026, unless terminated earlier by the Board. The Board may at any time and from time to time and in any respect amend or modify the Plan. The Board shall require the approval of the stockholders of any amendment or modification of the Plan that would: (i) be required under the rules or regulations of the Securities and Exchange Commission or NASDAQ, (ii) increase the number of shares authorized under the Plan, (iii) increase the annual participant share limits or annual cash award limits, (iv) permit a repricing of options or SARs, (v) permit the award of options or SARs with an exercise price less than 100% of the fair market value of a share on the date of grant, or (vi) increase the maximum term of options or SARs. No amendment or modification of the Plan may be made that would adversely affect any outstanding award without the consent of the participant or the current holder of the award.

Effect of Corporate Transaction

Awards under the Plan are generally subject to special provisions upon the occurrence of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of shares, or any other similar corporate transaction with respect to us. In the event of such a corporate transaction, the Compensation Committee or the Board may provide for one or more of the following to occur upon the occurrence of the event (or immediately prior to such event, provided the event is consummated):

Delaware Anti-Takeover Statute. Clawback or RecoupmentWe are

All awards under the Plan will be subject to Section 203 of the Delaware General Corporation Law. This law prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

Section 203 defines “business combination” to include: (i) any merger or consolidation involving the corporation and the interested stockholder; (ii) any sale, transfer, pledgeforfeiture or other disposition of 10%penalties pursuant to any clawback policy we may adopt or more of our assets involving the interested stockholder; (iii) in general, any transaction that results in the issuance or transfer by us of any of our stockamend from time to the interested stockholder; or (iv) the receipttime, as determined by the interested stockholder of the benefit ofCompensation Committee or any loans, advances, guarantees, pledgesapplicable law, rule or other financial benefits provided by or through the corporation. In general, Section 203 of the Delaware General Corporation Law defines an “interested stockholder” as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.regulation.

Reasons for the New Certificate and the Authorization of Class B Common StockIncome Tax Withholding

In reviewingorder to comply with all applicable income tax laws and regulations, we may take appropriate action to ensure that all applicable taxes, which are the reasonssole responsibility of the participant, are withheld or collected. The Compensation Committee may allow the participant to satisfy any tax obligation by (a) electing to have a portion of the shares withheld that otherwise would be delivered upon exercise, receipt or the lapse of restrictions with respect to the award, or (b) electing to deliver to us shares of the Company other than shares received pursuant to the award with a fair market value equal to the amount of the tax obligation.

Limited Transferability of Awards

Except as otherwise provided by the Compensation Committee, no award or other right or interest of a participant under the Plan (other than fully vested and unrestricted shares issued pursuant to an award) shall be transferable by a participant other than by will or by the laws of descent and distribution, and no right or award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable. If a transfer is allowed by the Compensation Committee (other than for fully vested and unrestricted shares), the transfer will be for no value and shall comply with the Form S-8 rules. The Compensation Committee may establish procedures to allow a named beneficiary to exercise the rights of the participant and receive any property distributable with respect to any award upon the participant’s death.

Certain Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to awards under the Plan. The summary is based upon the laws and regulations in effect as of the date of this proxy statement and does not purport to be a complete statement of the law in this area. Furthermore, the discussion below does not address the tax consequences of the receipt or exercise of awards under foreign, state or local tax laws, and such tax laws may not correspond to the U.S. federal income tax treatment described herein. The exact U.S. federal income tax treatment of transactions under the Plan will vary depending upon the specific facts and circumstances involved and participants are advised to consult their personal tax advisors with regard to all consequences arising from the grant or exercise of awards and the disposition of any acquired shares.

Grant of Options and SARs. The grant of a stock option (either an incentive stock option or a non-qualified stock option) or SAR is not expected to result in any taxable income for the New Certificate andrecipient.

Exercise of Incentive Stock Options. Upon the authorizationexercise of an incentive stock option, no taxable income is realized by the optionee for purposes of regular federal income tax. However, the optionee may be required to recognize income for purposes of the Class B Common Stock,alternative minimum tax (“AMT”). If stock is issued to the Board considered that approvaloptionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to such optionee, then, if the other requirements for incentive stock options have been met, (1) upon the sale of such shares, any amount realized in excess of the New Certificate would provideoption price will be taxed to such optionee as a long-term capital gain and any loss sustained will be a long-term capital loss, and (2) the Company with flexibilitywill not be entitled to utilize Class B Common Stock to do each of the following without diluting the relative voting interests of Boyalife and the Company’s other current stockholders:a deduction for federal income tax purposes.

The proposed Class B Common Stock could also be usedIf the stock acquired upon the exercise of an incentive stock option is disposed of prior to the expiration of either holding period described above, generally (1) the optionee will realize ordinary income in connection with stock dividends or stock splits, convertible debt offerings and other uses as are permissible under the New Certificate,year of disposition in an amount equal to the Company’s Bylaws and governing law. The New Certificate and the authorizationexcess (if any) of the Class B Common Stock wouldfair market value of such shares at exercise (or, if less, the amount realized on the disposition of such shares) over the option price paid for such shares, and (2) the Company will be entitled to deduct such amount for federal income tax purposes if the amount represents an ordinary and necessary business expense. Any further gain (or loss) realized by the optionee will be taxed as short-term or long-term capital gain (or loss), as the case may be, and will not affectresult in any deduction by the voting and other rights of existing stockholders.Company.

The Company believes that it may have access to attractive acquisition opportunities for businesses or assets that are synergistic or complementaryExercise of Non-Qualified Stock Options and SARs. Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the Company’s existing business and technology. If the Company were to pursue an acquisition, it may be necessary or advantageous for the Company to use stock as an acquisition currency or as a means of raising equity capital to fund the acquisition. The issuance of significant amounts of new Common Stock would dilute the voting rights of Boyalife and other existing stockholders. In light of Boyalife’s significant investment in and relationship with the Company and its historical financing and business support to the Company, a significant dilution in Boyalife voting power could discourage Boyalife from supporting acquisitions, financing transactions, and other measures that might otherwise facilitate and support long-term growth and business objectivesexcess of the Company. The availabilityfair market value of Class B Common Stock could also facilitate growth through acquisitions while enabling the Company to continue to be managed based on long-term objectives, which the Board considers to be a benefit to the Company and its stockholders. As discussed below, however, there could be potential disadvantages to stockholders.

The Board may under the New Certificate authorize the issuance of shares of Class B Common Stock in such amounts, to such persons or entities, upon such terms and conditions and for such consideration as the Board may determine and without any vote or other action by the stockholders, although applicable law and regulations (as well as the rules of the Nasdaq Stock Market) may require stockholder approval (but not approval by the Class B Common Stock) of certain financings, mergers and acquisitions, and employee equity benefit plans. Although the Board intends to potentially use the Class B Common Stock for some or all of the purposes mentioned above and although the Company has had preliminary discussions with potential acquisition targets in the ordinary course of business, there are otherwise presently no specific plans, arrangements or understandings for the issuance of the Class B Common Stock. However, one or more potential acquisitions, including those that could be material, may become available in the near future and could result in the issuance of Class B Common Stock.

Additionally, if the New Certificate is approved, the Board could elect to distribute Class B Common Stock to its existing stockholders, without further stockholder approval, to facilitate a liquid market in such shares. However, there is no current plan to make such a distribution.

Potential Negative Considerations

The Board also considered the following factors relating to the proposed authorization of the Class B Common Stock:

Dilutive Effect.As noted above, one purpose of creating the Class B Common Stock is to provide the Company with an alternative equity financing vehicle which does not dilute the voting rights of Boyalife and the other existing stockholders. Because the Class B Common Stock will share equally with the Common Stock with respect to all economic benefits, however, issuances of the Class B Common Stock will have a dilutive effect on the economic interest of currently outstanding shares of Common Stock similaracquired on the date of exercise over the exercise price, and the Company generally will be entitled at that time to an income tax deduction for the dilutive effectsame amount. Upon exercising a SAR, the amount of subsequent issuancesany cash received and the fair market value on the exercise date of any shares of Common Stock received are taxable to the recipient as ordinary income and generally are deductible by the Company.

The tax consequence upon a disposition of shares acquired through the exercise of a non-qualified stock option or SAR will depend on currently outstandinghow long the shares have been held. Generally, there will be no tax consequence to the Company in connection with the disposition of shares acquired under a non-qualified stock option or SAR.

Restricted Stock. Recipients of grants of restricted stock generally will be required to include as taxable ordinary income the fair market value of the restricted stock at the time it is no longer subject to a substantial risk of forfeiture. However, an award holder who makes an 83(b) election within 30 days of the date of grant of the restricted stock will incur taxable ordinary income on the date of grant equal to the fair market value of such shares of Common Stock.restricted stock (determined without regard to forfeiture restrictions). With respect to the sale of shares after the forfeiture restrictions have expired, the holding period to determine whether the award recipient has long-term or short-term capital gain or loss generally begins when the restrictions expire, and the tax basis for such shares will generally be based on the fair market value of the shares on that date. However, if the award holder made an 83(b) election as described above, the holding period commences on the date of such election, and the tax basis will be equal to the fair market value of the shares on the date of the election (determined without regard to the forfeiture restrictions on the shares). Dividends, if any, that are paid or accrued while the restricted stock is subject to a substantial risk of forfeiture will also be taxed as ordinary income. The Company will be entitled to an income tax deduction equal to amounts the award holder includes in ordinary income at the time of such income inclusion.

EffectsRestricted Stock Units, Performance Awards and Dividend Equivalents. Recipients of Disproportionate Voting Rights. The disproportionate voting rightsgrants of restricted stock units, performance awards or dividend equivalents (collectively, “deferred awards”) will not incur any federal income tax liability at the time the deferred awards are granted. Deferred award holders will recognize ordinary income equal to (a) the amount of cash received under the terms of the Common Stock and Class B Stock could have an adverse effect ondeferred award or, as applicable, (b) the fair market pricesvalue of the Common Stock and,shares received (determined as of the date of receipt) under the terms of the deferred award. Dividend equivalents received with respect to any deferred award will also be taxed as ordinary income. Cash or shares to be received pursuant to a deferred award generally become payable when applicable forfeiture restrictions lapse; provided, however, that, if the terms of the deferred award so provide, payment may be delayed until a later date to the extent permitted under applicable tax laws. The Company will be entitled to an income tax deduction for any amounts included by the deferred award holder as ordinary income. For deferred awards that are payable in shares, the participant’s tax basis in the shares received pursuant thereto will be equal to the fair market develops forvalue of the Class B Common Stock, the proposed Class B Common Stock. Such disproportionate voting rights may make the Company a less attractive target for a takeover than it otherwise might be, or render more difficult or discourage a merger proposal, a tender offer or a proxy contest. Accordingly, such disproportionate voting rights may deprive holders of Common Stock and proposed Class B Common Stock of an opportunity to sell their shares at a premium over prevailing market prices, which may be relevant in the contexttime the shares become payable. Upon the sale of a takeover, merger proposal, tender offerthe shares, appreciation (or depreciation) after the shares are paid is treated as either short-term or proxy contest.long-term capital gain (or loss) depending on how long the shares have been held.

Continued Influence by Boyalife. OneIncome Tax Deduction. Section 162(m) of the principal purposesCode generally limits to $1,000,000 the amount that a publicly-held corporation is allowed each year to deduct for the compensation paid to each of the authorizationcorporation’s covered employees. This deduction limit applies to awards granted under the Plan.

Delivery of Shares for Tax Obligation. Under the Plan, the Committee may permit participants receiving or exercising awards, subject to the discretion of the Class B Common Stock isCommittee and upon such terms and conditions as it may impose, to permit the use of nonvoting stock to further strategic initiatives, such as acquisitions or financings, or in connection with future equity awards to our employees. In the past, we generally used cash or issueddeliver shares of Common Stock for such purposes,(either shares received upon the receipt or exercise of the award or shares previously owned by the participant) to the Company to satisfy federal and state tax obligations.

New Plan Benefits

The awards that may be granted to eligible participants under the issuance of additional shares of Common Stock would result in voting dilution to all of our stockholders, including Boyalife. Because the shares of Class B Common Stock have no voting rights (except as required by law), the issuance of these sharesAmended and Restated Plan in the future (if it occurs), willis not result in voting dilution. Accordingly, Boyalife and Dr. Xu could nonetheless continuedeterminable at this time, as such grants are subject to exercise substantial controlthe discretion of the Compensation Committee or influence over the Company for an indefinite period.Board.

Uncertain Valuation. If a trading market ever develops forVote Required

Approval of this Proposal requires the Class B Common Stock, the fact that the Class B Common Stock is non-voting stock might have an adverse effect on the market priceaffirmative vote of the Class B Common Stock. If the New Certificate is adopted and Class B Common Stock is issued in the future, the market pricemajority of shares of Common Stock (and shares of Class B Common Stock, if a market develops) will depend on many factors, including, among others, the future performance of the Company, the future dividend policy of the Company and market conditions generally. Accordingly, the Company cannot predict the price at which the Common Stock or Class B Common Stock (if a trading market develops) will eventually trade in the event of adoption of the New Certificate and issuance of shares of Class B Common Stock.

Nasdaq Listing.  The Common Stock is traded on the Nasdaq Capital Market under the symbol “THMO.” The Class B Stock is not publicly traded. Nasdaq Rule 5640 prohibits any corporate action or issuance that disparately reduces or restricts the voting rights of existing stockholders of publicly traded common stock. The Nasdaq has advised the Company that it does not generally view the terms of the nonvoting Class B Common Stock as having the effect of disparately reducing or restricting the per share voting rights of the Common Stock or violating Nasdaq Rule 5640. The Company anticipates that, in the event of the approval of the New Certificate and potential subsequent issuance of Class B Common Stock, it may in the future file an application to list the Class B Common Stock on Nasdaq, although the Company does not expect that the Class B Common Stock will be eligible for any such listing initially.

Potential Limited Use as Acquisition Currency or Financing or Equity Compensation Vehicle. It is possible that companies that we are interested in acquiring will not agree to accept shares of Class B Common Stock because, among the other factors described above, these shares of capital stock carry no voting rights. If a trading market develops for the Class B Common Stock, companies that we are interested in acquiring may also refuse to accept shares of Class B Common Stock if this stock trades at a discount to the shares of Common Stock present in person or ifrepresented by proxy at the trading marketAnnual Meeting and entitled to vote on this Proposal. As this Proposal is not deemed to be a “routine matter” under applicable rules, brokers will not be permitted to vote shares on this Proposal without receiving voting instructions from the beneficial owner of such shares. Broker non-votes will have no effect on the voting results for this Proposal, but abstentions will have the shares of Class B Common Stock is not well developed or suffers from limited liquidity (or if there is not yet any trading market for the Class B Common Stock). For similar reasons, potential investors in the Company may not be interested in purchasing Class B Common Stock, and employees or other service providers may not wish to receive shares of Class B Common Stocksame effect as part of an equity-based compensation program for similar reasons.

Board Recommendation

After consideration of the above factors (including the factors discussed above under “Potential Negative Considerations”), the Board has unanimously (i) concluded that adoption of the New Certificate is in the best interests of the Company and its stockholders and is fair to all of the stockholders, including holders of its Common Stock other than Boyalife and Dr. Xu, and (ii) directed that the New Certificate be submitted to a vote of the stockholders. The Board therefore unanimously recommended that the holders of the Company’s Common Stock vote for the adoption of the New Certificate.

Required Vote

The affirmative vote of a majority of the outstanding shares of Common Stock will be necessary to approve adoption of the New Certificate.votes “Against” this Proposal.

THE BOARD UNANIMOUSLY
RECOMMENDS A VOTE “FOR” PROPOSAL 3.

EQUITYEQUITY COMPENSATION PLANS

The following table provides information for all of the Company’s equity compensation plans in effect as of December 31, 2019.2021.

On December 29, 2017, the Board of Directors of ThermoGenesis Corp., a wholly-owned subsidiary of the Company, (“ThermoGenesis”), adopted the ThermoGenesis Corp. 2017 Equity Incentive Plan (the “ThermoGenesis Corp. Plan”). The ThermoGenesis Corp. Plan was unanimously approved by the ThermoGenesis Corp. stockholders (including the Company) on December 29, 2017. The ThermoGenesis Corp. Plan authorizes the issuance of up to 1,000,000 shares of ThermoGenesis Corp. Common Stock, all of which may be issued as incentive stock options under Section 422 of the Code. The ThermoGenesis Corp. Plan is administered by the Compensation Committee of the ThermoGenesis Corp. Board of Directors, except that if such a committee is not appointed, the plan will be administered by the ThermoGenesis Corp. Board of Directors. As of April 6, 2020,October 28, 2022, Dr. Xu holds 30,000 stock options out of the ThermoGenesis Corp. Plan, of which 12,00024,000 are exercisable.

As discussed in additional detail under the heading “Proposal 3 – Approval of an Amendment to the Amended 2016 Equity Incentive Plan,” on October 6, 2022, the Board approved a proposed amendment (which is referred to elsewhere herein as the “Plan Amendment”) to the Company’s Amended 2016 Equity Incentive Plan to increase the aggregate number of shares that may be issued under the Plan from 1,200,000 shares to 3,000,000 shares (before giving effect to any reverse stock split as described in Proposal 2 above), provided that the Plan Amendment will not be effective unless and until approved by the stockholders at the Annual Meeting.

CERTAINCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Healthbanks Biotech (USA)USA, Inc.

On November 26, 2019 the Company entered into a joint venturean agreement with HealthBanks Biotech (USA) Inc. (the “JV Agreement”(“HealthBanks”) to form a new company called ImmuneCyte, Life Sciences, Inc. (“ImmuneCyte”) to commercialize the Company’s proprietary cell processing platform, CAR-TXpress™, for use in immune cell banking as well as for cell-based contract development and manufacturing services (“CMO/CDMO”)(CMO/CDMO). Under the terms of the JV Agreement,agreement, ImmuneCyte willwas initially be owned 80% by HealthBanks Biotech and 20% by ThermoGenesis. ImmuneCyte will be among the first immune cell banks in the U.S. and offer customers the ability to preserve younger, healthier and uncontaminated immune cells for future potential use in dendritic and chimeric antigen receptor (“CAR-T”) cell therapies, in a GMP compliant processing environment. The Company’s principal contribution to ImmuneCyte was a supply agreement under which ImmuneCyte will have the exclusive right to purchase the Company’s proprietary cell processing equipment in the immune cell banking business and a non-exclusive right to purchase it for other CMO/CDMO services at a price equal to 115% of the Company’s cost. The Company also contributed to ImmuneCyte intellectual property and trademarks relating to the Company’s clinical development assets which were fully impaired by the Company in 2018 and had no book value. Healthbanks contributed to ImmuneCyte a paid-up, royalty free license to use its proprietary business management system, customer relationship management software, and laboratory information statement, and it will also make available a $1,000,000 unsecured, non-convertible line of credit to ImmuneCyte to provide initial operating capital.Company. Healthbanks is a subsidiary of the Boyalife Group Inc. (USA), the owner of Boyalife Asset Holding II, Inc., which is the largest stockholder of the Company, and is owned by Dr. Xiaochun (Chris) Xu, the Company’s CEOChief Executive Officer and Chairman of our Board.

In December 2019, ImmuneCyte closed a $3,000,000 equity investment with a private institution. The investor received 600,000 sharesBoard of Class A common stock at $5.00 per share, representing a 5.66% ownership in the joint venture. As a result of this equity investment in ImmuneCyte, the Company’s equity in the joint venture is no longer subjectDirectors. Due to the anti-dilution provision. After this investment, ImmuneCyte is owned 75.47% by HealthBanks, 18.87% by ThermoGenesis and 5.66% by the private institution.

The Company initially determined that ImmuneCyte would be considered a variable interest entity, as a result of the significant influence the Company has over ImmuneCyte’s operations, the investment was accounted for by the Company using the equity method.

Between November 26, 2019 and its’ lackSeptember 30, 2020, ImmuneCyte closed on a series of sufficient equity at inception.investments with a private institution and qualified investors. After the additional investmentinvestments, ImmuneCyte was owned 75.16% by HealthBanks, 18.79% by the Company and 6.05% by the private investors.

In March 2021, ImmuneCyte completed an acquisition to acquire Boyalife’s Cellular Therapy Division, for 12,000,000 shares in ImmuneCyte and Shangai KDWinfo Technology Co. Ltd. for 500,000 shares in ImmuneCyte. Following the acquisitions, the Company’s ownership percentage in ImmuneCyte decreased from 18.79% to 8.64%. The Company performed an analysis of $3,000,000, ImmuneCyte’s equity at riskthe transaction and noted that none of the factors supporting significant influence changed as a result of the acquisition. Therefore, it was considered sufficientconcluded that significant influence remains and the Company determined it wouldwill continue to account for the transaction using the equity method. The Company recognized a dilution gain of $262,000 representing its share of the net assets acquired by ImmuneCyte. However, at the time of the acquisition, the Company had accumulated losses of $428,000 in its investment in ImmuneCyte. As the accumulated losses were greater than the dilution gain, no longer be classified as a variable interest entity. Theentry was recorded by the Company for its investment in ImmuneCyte following the transaction.

As of December 31, 2021, the value of the Company’s investment in ImmuneCyte will be accounted for underon its Balance Sheet is $0. For the equity method based on management’s conclusion that the Company can exercise significant influence overyear ended December 31, 2021, ImmuneCyte viahad a net loss of $666,000; its equity interestcurrent assets were $3,177,000 and the related Supply Agreement. The Company recorded the investment initially at the value of the nonfinancial assets contributed of $28,000, which consisted of the book value of certain assets contributed at the time of formation.current liabilities were $1,946,000.

Convertible Promissory Note and Revolving Credit Agreement

In March 2017, the CompanyThermoGenesis Holdings entered into a Revolving Credit Agreement with Boyalife Investment Fund II,Group Inc. (the “Credit Agreement”“Lender”), which later merged into Boyalife Asset Holding II, Inc. (the “Lender” or “Boyalife”). The Lender is a wholly owned subsidiary of Boyalife Group Inc., which is owned and controlled by Dr. Xiaochun (Chris) Xu, the Company’s CEOChief Executive Officer and Chairman of our Board.Board of Directors. The Credit Agreement, and its subsequent amendments,as amended, grants to the Company the right to borrow up to $10,000,000 (the “Loan”) at any time prior to March 6, 2022 (the “Maturity Date”). The Company has drawn down a total of $8,713,000 and $7,200,000 asAs of December 31, 2019 and 2018, respectively.  The Company’s ability2021, the Company had an outstanding principal balance on the Loan of $10,000,000. On March 4, 2022, the Company amended the Loan extending the Maturity Date by one year to draw-down the remaining amount available under the Credit Agreement may be impacted by reasons such as default or foreign government policies that restrict or prohibit transferring funds. March 6, 2023.

The Credit Agreement and the Second Amended and Restated Convertible Promissory Note issued thereunder (the “Boyalife Note”(as amended, the “Note”) provide that the principal and all accrued and unpaid interest under the Loan will be due and payable on the Maturity Date, with payments of interest-only due on the last day of each calendar year. The Loan bears interest at 22% per annum, simple interest. The Company has five business days after the Lender demands payment to pay the interest due before the Loan is considered in default. Subsequent to December 31, 2019, the Lender has not demanded and the Company has not paid the interest due as of December 31, 2019. The Boyalife NoteLoan can be prepaid in whole or in part by the Company at any time without penalty.

The Maturity Date

The Credit Agreement and Boyalife Note were amended in April 2018.  The amendment grantedincludes a down-round provision that lowers the Lender the right to convert, at any time, outstanding principal and accrued but unpaid interest into shares of Common Stock at an initial conversion price of $16.10 per share andthe Note if the Company issues shares of Common Stock at a lower price per share,share. At December 31, 2021, the conversion price of the Boyalife Note is lowered to the reduced amount.  The Company completed two transactions in 2018, loweringwas $1.80 per share. As of October 28, 2022, the conversion price to $1.80.

On February 13, 2020, the Company received a conversion notice from Boyalife to convert a total of $3,000,000 of the Note was $0.14 per share and the outstanding principal balance of the Boyalife Note. The amount converted representsNote was $7,000,000 (after giving effect to the unpaid accrued interest asconversion of December 31, 2019 of $1,869,000 and $1,131,000 of the outstanding$3,000,000 in principal balance. The conversion resulted in June 2022 in exchange for the issuance of 1,666,67010,552,234 shares of the Company’s common stock at a conversion price of $1.80 per share. Immediately after the conversion, the new outstanding principal balance of the Boyalife Note was $7,582,000.stock).

Nomination and Voting Agreement

The Company isWe are a party to a First Amended and Restated Nomination and Voting Agreement, dated April 16, 2018 (the “Restated Nomination Agreement”), with Boyalife. The material terms and conditions of this agreement areRestated Nomination Agreement is described above under “PROPOSAL 1-- ELECTION OF DIRECTORS.”

Distributor Agreement

On August 21, 2017, ThermoGenesis Corp., the Company’s wholly-owned subsidiary, entered into an International Distributor Agreement with Boyalife W.S.N. Under the terms“Proposal 1—Election of the agreement, Boyalife W.S.N. was granted the exclusive right, subject to existing distributors and customers (if any), to develop, sell to, and service a customer base for the ThermoGenesis Corp’s AXP AutoXpress System and BioArchive System in the People’s Republic of China (excluding Hong Kong and Taiwan), Singapore, Indonesia, and the Philippines (the “Territories”). Boyalife W.S.N. is wholly owned by Dr. Xu’s spouse Ms. Yishi Li. Boyalife W.S.N,’s rights under the agreement include the exclusive right to distribute AXP Disposable Blood Processing Sets and use rights to the AXP AutoXpress System, BioArchive System and other accessories used for the processing of stem cells from cord blood in the Territories. Boyalife W.S.N. is also appointed as the exclusive service provider to provide repairs and preventative maintenance to ThermoGenesis Corp. products in the Territories.

The term of the agreement is for three years with ThermoGenesis Corp. having the right to renew the agreement for successive two-year periods at its option. However, ThermoGenesis Corp. has the right to terminate the agreement early if Boyalife W.S.N. fails to meet specified minimum purchase requirements.

During the year ended December 31, 2019, the Company recorded $794,000 of revenues from Boyalife W.S.N. and its affiliates and had an accounts receivable balance of $20,000 at December 31, 2019. For the year ended December 31, 2018, the Company recorded $665,000 of revenues from Boyalife W.S.N. and had an accounts receivable balance of $0 at December 31, 2018.

License Agreement

On March 12, 2018, ThermoGenesis Corp. entered into a License Agreement (the “License Agreement”) with IncoCell Tianjin Ltd., a Chinese company and wholly-owned subsidiary of China-based Boyalife Group (“IncoCell”). Boyalife Group is an affiliate of Dr. Xiaochun (Chris) Xu, the Company’s CEO and Chairman of our Board and of Boyalife. Under the terms of the License Agreement, IncoCell was granted the exclusive license to use the ThermoGenesis Corp. X-Series products in the conduct of IncoCell’s contract manufacturing and development operations in the People’s Republic of China, Japan, South Korea, Taiwan, Hong Kong, Macau, Singapore, Malaysia, Indonesia and India (the “Territories”).

Pursuant to the terms of the License Agreement, ThermoGenesis Corp. has granted IncoCell an exclusive license to purchase and use, at a discounted purchase price, X-Series cellular processing research devices, consumables, and kits for use in the conduct of contract manufacturing and development services in the Territories. In exchange, ThermoGenesis Corp. is entitled to a percentage of IncoCell’s gross contract development revenues, including any potential upfront payments, future milestones or royalty payments, during the term of the License Agreement. The term of the License Agreement is ten years, provided that either party may terminate the Agreement earlier upon ninety (90) days’ prior notice to the other party. For the years ended December 31, 2019 and 2018, the Company recorded $83,000 and $14,000 of revenues from IncoCell and had an accounts receivable balance of $83,000 and $14,000 at December 31, 2019 and 2018, respectively.Directors.”

Review, Approval or Ratification of Transactions with Related Persons

Although the Company has not adopted formal procedures for the review, approval or ratification of transactions with related persons, we adhere to a general policy that such transactions should only be entered into if they are on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties and their approval is in accordance with applicable law. Such transactions require the approval of our Board. The term “related party transaction” refers to transactions required to be disclosed in our filings with the SEC pursuant to Item 404 of Regulation S-K.

REPORTREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the financial reporting process for the Company on behalf of the Board. In fulfilling its oversight responsibilities, the Audit Committee (i) reviews the Company’s audited financial statements and discusses the same with management, (ii) reviews management’s results of testing of the internal controls over the financial reporting process, (iii) reviews and concurs with managementsmanagement’s appointment, termination or replacement of the CFO, (iv) consults with and reviews the services provided by the Company’s independent registered public accounting firm and makes recommendations to the Board regarding the selection of the independent registered public accounting firm, and (v) reviews reports received from regulators and other legal and regulatory matters that may have a material effect on the financial statements or related company compliance policies. The Company’s management has primary responsibility for preparing the financial statements and establishing the Company’s financial reporting process and internal control over financial reporting. Company management is also responsible for its assessment of the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles. Depending on the reporting status of the Company, the independent registered public accounting firm may also be responsible for issuing a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibilities include oversight of these processes.

In accordance with Statements on Auditing Standards (SAS) No. 61 (codification of Statements on Auditing Standards, AU§ 380), as adopted by the Public Company Oversight Board in Rule 3200T, theThe Audit Committee had discussionshas reviewed and discussed the audited financial statements for the year ended December 31, 2021 with management and the independent registered public accounting firm regarding the acceptability and the quality of the accounting principles used in the reports. These discussions included the clarity of the disclosures made therein, the underlying estimates and assumptions used in the financial reporting, and the reasonableness of the significant judgments and management decisions made in developing the financial statements. In addition, themanagement. The Audit Committee has discussed with the Company’s independent registered public accounting firm their independence from the matters required to be discussed by the applicable requirements of the Public Company and its managementAccounting Oversight Board (“PCAOB”) and the independent registered public accounting firm providedSEC. The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm required by the Public Company Accounting Oversight Board (PCAOB) Rule 3526, “Communicationapplicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committees Concerning Independence”Committee concerning independence, and consideredhas discussed with the compatibility of non-audit services withCompany’s independent registered public accounting firm the independent registered public accounting firm’s independence.

The Audit Committee has also met and discussed with the Company’s management, and its independent registered public accounting firm, issues related to the overall scope and objectives of the audits conducted, the internal controls used by the Company and the selection of the Company’s independent registered public accounting firm. In addition, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the specific results of audit investigations and examinations and the independent registered public accounting firm’s judgments regarding any and all of the above issues.

Pursuant to the reviews and discussions described above, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2021, for filing with the SEC.

FEESFEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table summarizes the fees billed to us by Marcum LLP for the periods indicated below.

The Audit Committee pre-approves all audit and non-audit services, to be, and has approved all of the foregoing audit and non-audit services, performed by the independent registered public accounting firm in accordance with the Audit Committee Charter.

PROPOSALPROPOSAL 4

RATIFICATION OF MARCUM LLP

The Audit Committee of the Board has appointed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2020.2022. Marcum also served as the Company’s independent registered public accounting firm for our 20192021 fiscal year. The Board concurs with the appointment and is submitting the appointment of Marcum as our independent registered public accounting firm for stockholder ratification at the Annual Meeting.

Our Bylaws do not require that the stockholders ratify the appointment of Marcum as our independent registered public accounting firm. We are seeking ratification because we believe it is a good corporate governance practice. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether to retain Marcum, but may retain Marcum in any event. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its stockholders.

We expect that representatives of Marcum will be either physically present or available via phone at the Annual Meeting. They will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions after the meeting.

Vote Required

ThisApproval of this Proposal to approve, in an advisory capacity, Marcum asrequires the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2020 will be approved ifaffirmative vote of the majority of the votes castshares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote in favor ofon this Proposal. As this Proposal is deemed to be a result, abstentions“routine matter” under applicable rules, brokers are permitted to vote shares on this Proposal without receiving voting instructions from the beneficial owner of such shares. Accordingly, we do not expect broker non-votes in connection with this Proposal. Abstentions will have the same effect as a votevotes “Against” this Proposal and broker non-votes will have no effect on this Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE “FOR”“FOR” PROPOSAL 4.4.

PROPOSAL 5

APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules, including Schedule 14A of the Securities and Exchange Act of 1934.

Please read the “Compensation of Named Executive Officers” section of this proxy statement for additional details about our executive compensation program.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

We believe that our compensation policies and procedures are aligned with the long-term interests of our stockholders. The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The Board and Compensation Committee value the opinions of our stockholders, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. It is expected that the next such advisory vote will occur at our 2023 Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 5.

STOCKHOLDERSTOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT
THERMOGENESIS HOLDINGS, INC. ANNUAL MEETING

Our Bylaws provide that, for matters to be properly brought before an annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board, (ii) otherwise brought before the annual meeting by or at the direction of the Board, or (iii) otherwise properly brought before the annual meeting by a stockholder.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, which is not the subject of a proposal timely submitted for inclusion in our proxy statement as described in the following paragraph below, the stockholder must have given timely notice thereof in writing to our secretary. To be timely, a stockholder’s notice must be delivered to the secretary at our principal executive offices not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting; provided, however, that in the event that less than seventy (70) days’ prior notice of the date of the meeting is given to stockholders, then the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by us. Such notice must include those items specified in our Bylaws and must be received at our principal executive offices by the foregoing date to be considered timely for the 20212023 Annual Meeting.

Stockholder proposals intended for inclusion in our 20212023 annual meeting proxy statement pursuant to Rule 14a-8 must be received by us no later than December 24, 2020;July 4, 2023; provided that if the date of the 20212023 annual meeting is moved more than 30 days before or after June 4, 2021December 15, 2023 (which is the anniversary of this year’s annual meeting), we must receive notice of the stockholder proposal within a reasonable time before we begin to print and mail our proxy materials. Any such proposal must comply with Rule 14a-8 of the Exchange Act.

Notices of intention to present proposals at an annual meeting should be addressed to the Corporate Secretary, ThermoGenesis Holdings, Inc., 2711 Citrus Road, Rancho Cordova, California 95742. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

ADDITIONALADDITIONAL INFORMATION

Additional Copies of Reports

The Annual Report on Form 10-K for the twelve months ended December 31, 2019,2021, including audited consolidated financial statements, may be made available to stockholders concurrently with this proxy statement, but such report is not incorporated in this proxy statement and is not deemed to be a part of the proxy solicitation material. The Company is required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other information with the SEC. The public can obtain copies of these materials by accessing the SEC’s website at www.sec.gov.www.sec.gov. Additional copies of the Company’s Annual Report on Form 10-K filed with the SEC for the twelve months ended December 31, 2019,2021, will be provided to stockholders without charge upon request. Stockholders should direct any such requests to ThermoGenesis Holdings, Inc., 2711 Citrus Road, Rancho Cordova, California 95742, Attention: Corporate Secretary.

Communications with the Board

Stockholders may send communications to the Board (or, at the stockholder’s option, to a specific director) by writing to the Corporate Secretary, c/o ThermoGenesis Holdings, Inc., 2711 Citrus Road, Rancho Cordova, California 95742. The Corporate Secretary will ensure that the communication is delivered to the Board or the specified director, as applicable.

Multiple Stockholders Sharing the Same Address (Householding)

Pursuant to the rules of the SEC, services that deliver the Company’s communications to stockholders that hold their stock through a bank, broker or other holder of record may deliver to multiple stockholders sharing the same address a single Notice or single copy of the Company’s annual report to stockholders and proxy statement, unless the Company has received contrary instructions from one or more of the stockholders. Upon written or oral request, the Company will promptly deliver a separate copy of the Notice, the annual report to stockholders and/or the proxy statement to any stockholder at a shared address to which a single copy of each documentsuch document(s) was delivered. For future deliveries of any Notice, the annual reportsreport to stockholders and/or proxy statements,statement, stockholders may also request that we deliver multiple copies atto a shared address to which a single copy of each documentsuch document(s) was delivered. Stockholders sharing an address who are currently receiving multiple copies of the Notice, the annual report to stockholders and/or the proxy statement may also request delivery of a single copy. Stockholders may notify the Company of their requests by writing to the Corporate Secretary, c/o ThermoGenesis Holdings, Inc., 2711 Citrus Road, Rancho Cordova, California 95742 or calling ThermoGenesis Holdings, Inc. at (916) 858-5100.

OTHER BUSINESS AT THE THERMOGENESIS HOLDINGS, INC. ANNUAL MEETING

We do not know of any business to be presented for action at the Annual Meeting other than those items listed in the notice of the meeting and referred to herein. If any other matters properly come before the Annual Meeting, including adjournment, it is intended that the proxies will be voted in respect thereof in accordance with their best judgment pursuant to discretionary authority granted in the proxy.

ALL STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.PROMPTLY. STOCKHOLDERS MAY REVOKE ANY PROXY IF SO DESIRED AT ANY TIME BEFORE IT IS VOTED.

April 23, 2020

November 4, 2022
Rancho Cordova, California

Appendix A

Amended and RestatedFORM OF CERTIFICATE OF AMENDMENT TO THE
Certificate of IncorporationAMENDED AND RESTATED
of ThermogenesisCERTIFICATE OF INCORPORATION
OF
THERMOGENESIS HOLDINGS, INC.

Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware

ThermoGenesis Holdings, Inc., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, (the “Corporation”)by its duly authorized officer, does hereby certifies as follows:certify:

1.     The originalFIRST: This Certificate of IncorporationAmendment (the “Certificate of Amendment”) amends the provisions of the Corporation wasCorporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on July 3, 1986, under the corporate name Refrigeration Systems International, Inc.June 5, 2020 (the “Amended and Restated Certificate of Incorporation”).

2.SECOND: The Amended and Restated Certificate of Incorporation is hereby amended by adding the following paragraph to the end of Article FOURTH thereof as a new Article FOURTH, Section (d):

“(d) Reverse Stock Split. Without regard to any other provision of this Amended and Restated Certificate of Incorporation, effective at 12:01 a.m., eastern time, on the date of filing of the Certificate of Amendment to this Amended and Restated Certificate of Incorporation (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each [•] ([•]) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Effective Time, shall be entitled to receive one (1) share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”

THIRD: This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was duly authorized and adopted by the Corporation’s Board of Directors and stockholders of the Corporation in accordance with Sections 242228 and 245242 of the Delaware General Corporation Law and restates and integrates and further amends the provisions of the previously filed SixthState of Delaware.

FOURTH: Except as specifically set forth herein, the remainder of the Amended and Restated Certificate of Incorporation aswill not be amended, of this Corporation.modified or otherwise altered.

3.     The Sixth* * *

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation as amended, is hereby amended and restated into be executed by Xiaochun (Chris) Xu, Ph.D., its entirely to read as follows:Chief Executive Officer, this ___ day of _______, 2022. 

(b)     Corporation Common StockAppendix B

FIFTHAMENDMENT TO
THERMOGENESIS HOLDINGS,INC.

AMENDED2016 EQUITY INCENTIVE PLAN

Approved by Stockholders on [_______], 2022

THIS FIFTH AMENDMENT TO THE THERMOGENESIS HOLDINGS, INC. AMENDED 2016 EQUITY INCENTIVE PLAN (this “Amendment”) of ThermoGenesis Holdings, Inc., a Delaware corporation (the “Company”), is effective as of [ ], 2022. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

(i)     Common Stock. A holderWHEREAS, the Board of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder of record on the booksDirectors of the Corporation for all mattersCompany adopted the ThermoGenesis Holdings, Inc. 2016 Equity Incentive Plan (the “Plan”) on which stockholdersJuly 7, 2016, subject to stockholder approval of the Corporation are entitledPlan within twelve (12) months after such date;

WHEREAS, under the Plan as originally adopted, an aggregate of 32,500 shares of Company common stock were made available for the issuance of awards under the Plan;

WHEREAS, the Board of Directors amended the Plan on March 16, 2017 to vote.

(ii)     increase the aggregate number of shares available for awards under the Plan to 60,000 (the “Class B Common StockMarch 2017 Amendment. Except as otherwise required”), and the Plan (as amended by law, the holders of Class B Common Stock shall not be entitled to vote on any matter submitted to a vote ofMarch 2017 Amendment) was approved by the stockholders of the Corporation.Company on May 5, 2017;

(iii)     Provisions ApplicableWHEREAS, the Board of Directors further amended the Plan on November 13, 2017 to, All Corporation Common Stockamong other things, increase the aggregate number of shares available for awards under the Plan to 132,500 (the “November 2017 Amendment.”), and the Plan (as amended by the November 2017 Amendment) was approved by stockholders on June 22, 2018;

(1)     General. Except as otherwise expressly provided in this AmendedWHEREAS, the Board of Directors further amended the Plan on December 14, 2018 to, among other things, increase the aggregate number of shares available for awards under the Plan to 392,500 (the “December 2018Amendment”); and Restated Certificate of Incorporation or as otherwise requiredthe Plan (as amended by law, all shares of Corporation Common Stock shall have identical powers, rights and privileges in each and every respect. There shall be no cumulative voting.the December 2018 Amendment) was approved by stockholders on May 30, 2019;

(2)     Dividends. SubjectWHEREAS, the Board of Directors further amended the Plan on October 22, 2021 to, among other things, increase the prior rightsaggregate number of shares available for awards under the Plan to 1,200,000 (the “October 2021 Amendment”);

WHEREAS, the October 2021 Amendment was approved by the stockholders of the Company on January 13, 2022; and preferences, if any, applicable

WHEREAS, the Company desires to shares of Preferred Stock,further amend the holders of Common Stock and the holders of Class B Common Stock shall be entitled to participate ratably, on a share-for-share basisPlan as if all shares of Corporation Common Stock were of a single class, in such dividends, whether in cash, property, stock or otherwise, as may be declaredset forth herein, which amendment was approved by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor; provided, however, that any dividends payable in shares of Corporation Common Stock (or payable in rightsCompany on October 7, 2022, subject to subscribe for or to purchase shares of Corporation Common Stock) shall be declared and paid at the same rate on each class of Corporation Common Stock and dividends payable in shares of Common Stock (or rights to subscribe for or to purchase shares of Common Stock) shall only be paid to holders of Common Stock and dividends payable in shares of Class B Common Stock (or rights to subscribe for or to purchase shares of Class B Common Stock) shall only be paid to holders of Class B Common Stock; provided, further, that the Board of Directors may issue shares of Class B Common Stock in the form of a pro rata dividend or distribution to all holders of the outstanding shares of Corporation Common Stock.stockholder approval.

(3)     Liquidation. InNOW, THEREFORE, BE IT RESOLVED, that the event of any voluntary or involuntary liquidation, dissolution, distribution of all or substantially allAmended Plan be and hereby is amended as follows:

1.            Section 4(a) of the assets or winding-up of the Corporation, after all creditors of the Corporation shall have been paidAmended Plan is hereby amended by deleting said section in fullits entirety and after payment of all sums, if any, payable in respect of Preferred Stock, if any, the holders of the Corporation Common Stock shall be entitled to share ratably, on a share-for-share basis as if all shares of Corporation Common Stock were of a single class, in all distributions of assets pursuant to such voluntary or involuntary liquidation, dissolution, distribution of all or substantially all of the assets or winding-up of the Corporation. For purposes of this Section (b)(iii)(3), neither the merger or the consolidation of the Corporation into or with another entity, the conversion of the Corporation into another entity, the merger or consolidation of any other entity into orreplacing it with the Corporation nor the sale, transfer or other disposition of all or substantially all of the assets of the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution, distribution of all or substantially all of the assets or winding-up of the Corporation.following:

(4)     Split, Subdivision or Combination. If the Corporation shall in any manner split, subdivide or combine the outstanding shares of Common Stock or Class B Common Stock, the outstanding shares2.            Section 6(a)(iv)(A) of the other class of Corporation CommonAmended Plan is hereby amended by deleting said section in its entirety and replacing it with the following:

3.            This Amendment shall be proportionally split, subdivided or combinedand is hereby incorporated in the same manner and on the same basis as the outstanding sharesforms a part of the class of Corporation Common Stock that has been so split, subdivided or combined.Amended Plan.

(5)     Conversion Rights. The Corporation Common Stock shall not be convertible into, or exchangeable for, shares of any other class or classes or of any other series of4.            Except as specifically set forth herein, the same class of the Corporation’s capital stock.

(c)     Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors shall determine the designation of each series and the authorized number of shares of each series. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of shares of Preferred Stock and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. If the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which they hadPlan, as amended prior to the adoptiondate hereof, shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment is executed by the duly elected Secretary of the resolution originally fixingCompany effective as of the number of shares of such series.date first set forth above.

FIFTH: Insolvency; Dissolution. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court or equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to: any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

Jeff Cauble, Secretary

SIXTH: Directors. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The number of directors which shall constitute the entire Board of Directors shall be fixed by, or in the manner provided in, the bylaws of this Corporation. The election of directors of the Corporation need not be by written ballot, unless the bylaws so provide.

SEVENTH: Amendments. The Board of Directors is authorized to adopt, amend or repeal the bylaws of the Corporation. The stockholders shall also have the power to adopt, amend or repeal the bylaws of the Corporation. Notwithstanding, any provision for the classification of directors for staggered terms pursuant to Section 141(d) of the Delaware General Corporation Law shall be set forth in the bylaws adopted by the stockholders unless provisions for such classification shall be set forth in the Corporation’s certificate of incorporation.

EIGHTH: Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

NINTH: Indemnification. To the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as the same exists or may hereafter be amended, the Corporation shall indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for hereby shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to any action such person may have performed in current official capacity or in another capacity while holding such office, and shall continue as to any person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of heirs, executors and administrators of such person. No repeal or modification of this Section by the stockholders of the Corporation shall adversely affect any right of protection existing by virtue of this Section at the time of such repeal modification.

IN WITNESS WHEREOFAppendix, the Corporation has caused this Amended C

THERMOGENESIS HOLDINGS, INC.
2016 EQUITY INCENTIVE PLAN

(As amended and Restated Certificate of Incorporationrestated; subject to be signed by its duly authorized officer this ____ day of __________ 2020.stockholder approval)

(a)    Purpose. The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash‑based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.

(b)    Effective Date. The Plan was adopted by the Board on July 7, 2016 (the “Effective Date”), subject to approval by the Company’s stockholders within twelve (12) months following the Effective Date. Awards may be granted under this Plan on and after the Effective Date, provided that any Awards granted prior to the date that the Plan is approved by the Company’s stockholders shall be conditioned on such stockholder approval. If the Plan is not approved by the Company’s stockholders within (12) months following the Effective Date, the Plan shall be terminated without further action, and any Awards granted prior to such stockholder approval date shall be forfeited and canceled. Under the terms of all Awards granted prior to stockholder approval of the Plan, no exercise of Options nor the issuance of any Shares thereunder shall be permitted until stockholder approval of the Plan is attained.

(c)    Prior Plan. If the Company’s stockholders approve this Plan, then the Prior Plan will terminate on the date of such stockholder approval, and no new awards will be granted under the Prior Plan after such termination date; provided that the Prior Plan will continue to govern awards outstanding as of the date of the Prior Plan’s termination and such awards shall continue in force and effect until fully distributed or terminated pursuant to their terms.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.

(b)“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted under the Plan.

(c)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).

(d)“Board” shall mean the Board of Directors of the Company.

(e)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(f)“Committee” shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b‑3, and each member of the Committee shall be a “non‑employee director” within the meaning of Rule 16b‑3 and an “outside director” within the meaning of Section 162(m).

(g)“Company” shall mean ThermoGenesis Holdings, Inc., formerly known as Cesca Therapeutics Inc. and any successor corporation.

(h)     “Director” shall mean a member of the Board.

(i)“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.

(j)     “Eligible Person” shall mean any employee, officer, non‑employee Director, consultant, independent contractor or advisor providing services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate is extended.

(k)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(l)“Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value of a Share as of a given date shall be the closing price of one Share as reported on the NASDAQ Capital Market or any other securities exchange where the Shares are then listed on such date or, if the applicable securities exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading.

(m)“Full Value Award” shall mean any Award other than an Option, Stock Appreciation Right or similar Award, the value of which is based solely on an increase in the value of the Shares after the date of grant of such Award.

(n)“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.

(o)     “Non‑Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(p)“Option” shall mean an Incentive Stock Option or a Non‑Qualified Stock Option to purchase shares of the Company.

(q)     “Other Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.

(r)“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

(s)“Performance Award” shall mean any right granted under Section 6(d) of the Plan.

(t)“Performance Goal” shall mean one or more of the following performance goals, either individually, alternatively or in any combination, applied on a corporate, subsidiary, division, business unit or line of business basis:

Each such Performance Goal may be based (i) solely by reference to absolute results of individual performance or organizational performance at various levels (e.g., the Company’s performance or the performance of a subsidiary, division, business segment or business unit of the Company) or (ii) upon organizational performance relative to the comparable performance of other companies selected by the Committee. To the extent consistent with Section 162(m), the Committee may, when it establishes performance criteria, also provide for the exclusion of charges related to an event or occurrence which the Committee determines should appropriately be excluded, including but not limited to (X) asset‑write downs, litigation or claim judgments or settlements, reorganizations, the impact of acquisitions and divestitures, restructurings, discontinued operations, extraordinary items, and other unusual or non‑recurring charges, (Y) foreign exchange gains and losses or an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (Z) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles (or other accounting principles which may then be in effect). To the extent that Section 162(m) or applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without disclosing to stockholders and obtaining stockholder approval of such changes and without thereby exposing the Company to potentially adverse tax or other legal consequences, the Committee shall have the sole discretion to make such changes without obtaining stockholder approval.

(u)“Person” shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

(v)“Plan” shall mean the ThermoGenesis Holdings, Inc. 2016 Equity Incentive Plan, as amended from time to time.

(w)     “Prior Plan” shall mean the Amended and Restated Cesca Therapeutics Inc. 2006 Equity Incentive Plan.

(x)“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.

(y)“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

(z)“Rule16b‑3” shall mean Rule 16b‑3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.