On March 16, 2023 ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, reported that it has entered into definitive agreements for the purchase and sale of 1,071,429 shares of its common stock (or common stock equivalents) and warrants to purchase 1,071,429 shares of its common stock at a purchase price of $2.80 per share of common stock (or common stock equivalent) and associated warrant in a private placement priced at-the-market under Nasdaq rules (Press release, Thermogenesis, MAR 16, 2023, View Source [SID1234628964]). The warrants have an exercise price of $2.65 per share, will be exercisable immediately upon issuance and expire five and one-half years following the issuance.

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H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.

The gross proceeds to the Company are expected to be approximately $3 million. The offering is expected to close on or about March 20, 2023, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. Under an agreement with the investors, the Company agreed to file an initial registration statement with the SEC covering the resale of the securities described above no later than April 5, 2023 and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the date of the agreement in the event of a "full review" by the SEC.

The Company has also agreed to amend certain existing warrants to purchase up to an aggregate of 158,731 shares of the Company’s common stock that were previously issued in October 2022 and have exercise price of $6.30 per share by reducing the exercise price of the warrants to $2.65 per share.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.