10.

Stockholders

’

Equity

Common Stock

December 13, 2019,

the Company entered into an At The Market Offering Agreement, by and between the Company and H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”) (the “ATM Agreement”), pursuant to which the Company

may

offer and sell, from time to time through H.C. Wainwright, shares of Common Stock, having an aggregate offering price of up to

$4.4

million (the “HCW Shares”). The offer and sale of the HCW Shares is made pursuant to a shelf registration statement on Form S-

and the related prospectus (File

No.

333

235509

). Pursuant to the ATM Agreement, H.C. Wainwright

may

sell the HCW Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule

415

of the Securities Act, including sales made by means of ordinary brokers’ transactions, including on The NASDAQ Capital Market, at market prices or as otherwise agreed with H.C. Wainwright. H.C. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the HCW Shares from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company

may

impose. The Company is

not

obligated to make any sales of the HCW Shares under the ATM Agreement. The offering of HCW Shares pursuant to the ATM Agreement will terminate upon the earliest of (a) the sale of all of the HCW Shares subject to the ATM Agreement, (b) the termination of the ATM Agreement by H.C. Wainwright or the Company, as permitted therein, or (c)

August 9, 2022.

The Company will pay H.C. Wainwright a commission rate equal to

of the aggregate gross proceeds from each sale of HCW Shares and have agreed to provide H.C. Wainwright with customary indemnification and contribution rights. The Company will also reimburse H.C. Wainwright for certain specified expenses in connection with entering into the ATM Agreement. Subsequent to

December 31, 2019,

the Company has sold a total of

50,746

shares of Common Stock for aggregate gross proceeds of

$280,000

at an average selling price of

$5.44

per share, resulting in net proceeds of approximately

$113,000

after deducting legal expenses, audit fees, commissions and other transaction costs of approximately

$167,000.

April 18, 2019,

the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company agreed to issue and sell to such investor (the

“April

Offering”)

444,445

pre-funded warrants to purchase shares of Common Stock for a purchase price of

$1.70

per pre-funded warrant. Each pre-funded warrant is immediately exercisable for

one

share of Common Stock at an exercise price of

$0.10

per share and will remain exercisable until exercised in full. The gross proceeds to the Company, excluding the proceeds, if any, from the exercise of the pre-funded warrants, was approximately

$756,000.

The

April

Offering closed on

April 26, 2019

and the pre-funded warrants were accounted for as equity by the Company. Subject to certain exceptions, in the event the Company sells or issues any shares of common stock or common stock equivalents at a lower price during the period beginning on the closing date of the

April

Offering and ending on the date that is

three

-hundred and

sixty-five

(

365

) days following such date, the Company is required to issue the investor a number of shares of common stock (or additional pre-funded warrants to purchase shares of common stock) equal to the number of shares the investor would have received had the purchase price for such shares been at such lower purchase price. As

December 31, 2019,

120,000

of the pre-funded warrants issued in the

April

Offering had been exercised, leaving

324,445

pre-funded warrants outstanding.

August 28, 2018,

the Company completed a private placement transaction with an accredited investor, in which the Company sold

100,000

shares of Common Stock for a purchase price of

$1.80

per share and

296,500

pre-funded warrants for a purchase price of

$1.70

per pre-funded warrant. Each pre-funded warrant is immediately exercisable for

one

share of Common Stock at an exercise price of

$0.10

per share and will remain exercisable until exercised in full. The Company received

$623,000

in net proceeds after deducting offering expenses of

$61,000.

In addition, subject to certain exceptions, in the event the Company sells or issues any shares of Common Stock or common stock equivalents at a lower price through

February 26, 2019,

the Company is required to issue the investor a number of shares of Common Stock (or additional pre-funded warrants to purchase shares of common stock) equal to the number of shares the investor would have received had the purchase price for such shares been at such lower purchase price. The Company did

not

issue any shares at a lower price prior to

February 26, 2019.

The Company determined that the pre-warrants should be classified as equity instruments. As of

December 31, 2019,

all

296,500

of the pre-funded warrants issued in the

August 2018

private placement have been exercised.

May 18, 2018,

the Company completed a public offering for

647,501

Units and

269,167

Pre-Funded Units for a purchase price of

$6.00

per Unit, resulting in aggregate gross proceeds of approximately

$5,473,000,

net proceeds of

$4,792,000

after deducting the offering expenses of

$679,000.

Each Unit consists of

one

share of Common Stock, and

one

common warrant to purchase

one

share of Common Stock, and each Pre-Funded Unit consists of

one

pre-funded warrant to purchase

one

share of Common Stock and

one

common warrant to purchase

one

share of Common Stock. The common warrants included in the Units and Pre-Funded Units were immediately exercisable at a price of

$6.00

per share of Common Stock, subject to adjustment in certain circumstances, and will expire

five

years from the date of issuance. The Company evaluated the warrants issued and determined that they should be classified as equity instruments. All

269,167

Pre-Funded units issued in the

May 2018

public offering were exercised in the

second

quarter of fiscal

2018.

March 28, 2018,

the Company sold

60,964

shares of Common Stock at a price of

$22.70

per share. The net proceeds to the Company from the sale and issuance of the shares, after deducting the offering expenses borne by the Company of approximately

$171,000,

were

$1,213,000.

Additionally, the investors received unregistered warrants in a simultaneous private placement to purchase up to

30,482

shares of common stock. The warrants have an exercise price of

$26.80

per share and were exercisable

six

months following the issuance date, or

September 28, 2018,

and have a term of

5.5

years and were accounted for as equity by the Company.

Warrants

A summary of warrant activity is as follows:

	Year Ended December 31,
	2019					2018
	Number of Shares			Weighted- Average Exercise Price Per Share		Number of Shares			Weighted- Average Exercise Price Per Share
Beginning balance		1,726,522		$	29.88		482,873		$	93.70
Warrants granted		444,445		$	0.10		1,512,816		$	4.20
Warrants exercised		(435,264	)	$	0.35		(269,167	)	$	0.10
Warrants expired/canceled		(19,637	)				--
Outstanding		1,716,066		$	25.23		1,726,522		$	29.88
Exercisable		1,646,214		$	22.91		1,656,668		$	27.80

Equity Plans and Agreements

The Amended

2016

Equity Incentive Plan (the “Amended

2016

Plan”) was approved by the stockholders in

May 2017,

under which up to

600,000

may

be issued pursuant to grants of shares, options, or other forms of incentive compensation. On

June 22, 2018,

the stockholders approved an amendment to the Amended

2016

Plan to increase the number of shares that

may

be issued to

1,325,000

shares. On

May 30, 2019,

the shareholders approved an amendment to the Amended

2016

Plan to increase the number of shares that

may

be issued from

1,325,000

shares to

3,925,000

shares. As of

December 31, 2019,

103,803

awards were available for issuance under the Amended

2016

Plan.

The

2012

Independent Director Plan (the

“2012

Plan”) permits the grant of stock or options to independent directors. A total of

2,500

shares were approved by the stockholders for issuance under the

2012

Plan. Options are granted at prices that are equal to

100%

of the fair market value on the date of grant and expire over a term

not

to exceed

ten

years. Options generally vest in monthly increments over

one

year, unless otherwise determined by our Board of Directors. As of

December 31, 2019,

there were

234

shares available for issuance.

The

2006

Equity Incentive Plan (the

“2006

Plan”) permitted the grant of options, restricted stock units, stock bonuses and stock appreciation rights to employees, directors and consultants. The

2006

Plan, but

not

the awards granted thereunder, expired in

2016.

As of

December 31, 2019,

3,865

option awards remained outstanding.

December 29, 2017,

the Board of Directors of ThermoGenesis Corp. adopted the ThermoGenesis Corp.

2017

Equity Incentive Plan (the “ThermoGenesis Plan”) and on the same day granted options to purchase an aggregate of

280,000

shares of ThermoGenesis Corp. common stock to employees, directors, consultants, and advisors of ThermoGenesis Corp. The ThermoGenesis Plan was unanimously approved by the ThermoGenesis stockholders (including the Company) on

December 29, 2017.

The ThermoGenesis Plan authorizes the issuance of up to

1,000,000

shares of ThermoGenesis common stock. There are

20,000

shares available for issuance as of

December 31, 2019.

April 7, 2019,

two

employees were granted performance-based options to purchase an aggregate of

800,000

shares of Thermo Genesis Corp. common stock at an exercise price of

$0.65

if certain milestones were met. One milestone was met resulting in

300,000

options vesting in the year ended

December 31, 2019.

December 14, 2018,

the CEO, the CFO and other employees were granted

214,000

options to purchase shares of the Company’s common stock at an exercise price of

$2.979

per share. The options vest in

five

equal installments on the date of grant and the

first

four

anniversaries of the grant date. A portion of the grant,

169,934

shares were subject to approval of the

2016

Plan Amendment by the Company’s stockholders, which was approved on

May 30, 2019.

Stock Based Compensation

The Company recorded stock-based compensation of

$614,000

for the year ended

December 31, 2019

and

$652,000

for the year ended

December 31, 2018,

as comprised of the following:

	Year Ended December 31,
	2019		2018
Cost of revenues	$	3,000	$	15,000
Sales and marketing		185,000		63,000
Research and development		98,000		136,000
General and administrative		328,000		438,000
	$	614,000	$	652,000

Stock Options

The Company issues new shares of common stock upon exercise of stock options. The following is a summary of option activity for the Company’s stock option plans:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at January 1, 2019		302,368		$	13.99


Granted		11,450		$	4.38
Forfeited/cancelled		(22,011	)	$	9.42
Outstanding at December 31, 2019		291,807		$	13.96		8.3	$	280,000
Vested and Expected to Vest at December 31, 2019		224,102		$	15.72		8.2	$	203,000
Exercisable at December 31, 2019		147,124		$	19.79		7.9	$	115,000

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. There were

options that were exercised during the years ended

December 31, 2019

and

2018.

Non-vested stock option activity for the year ended

December 31, 2019,

is as follows:

	Non-vested Stock Options			Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2019		212,172			$6.39
Granted		11,450			$3.30
Vested		(63,675	)		$6.73
Cancelled/forfeited		(15,264	)		$2.74
Outstanding at December 31, 2019		144,683			$6.38

The fair value of the Company’s stock options granted for the year ended

December 31, 2019

and year ended

December 31, 2018

was estimated using the following weighted-average assumptions:

	Year Ended December 31,
	2019			2018
Expected life (years)		5			6
Risk-free interest rate		1.68	%		2.7	%
Expected volatility		103	%		103	%
Dividend yield		0	%		0	%

The weighted average grant date fair value of options granted during the years ended

December 31, 2019

and

2018

was

$3.30

and

$3.20

respectively.

December 31, 2019,

the total compensation cost related to options granted under the Company’s stock option plans but

not

yet recognized was

$1,051,000.

This cost will be amortized on a straight-line basis over a weighted-average period of approximately

three

years and will be adjusted for subsequent changes in estimated forfeitures. The total fair value of options vested during the year ended

December 31, 2019

and year ended

December 31, 2018

was

$428,000

and

$633,000

respectively.