10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021.

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition from _____________ to _______________.

Commission File Number: 333-82900 ThermoGenesis Holdings, Inc. (Exact name of registrant as specified in its charter)
Delaware (State of incorporation)	94-3018487 (I.R.S. Employer Identification No.)
2711 Citrus Road Rancho Cordova, California 95742 (Address of principal executive offices) (Zip Code)
(916) 858-5100 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value	THMO	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 11, 2021
Common stock, $.001 par value	11,911,784

ThermoGenesis Holdings, Inc.

INDEX

Page Number

Part I	Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22
Part II Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults upon Senior Securities	23
Item 4.	Mine Safety Disclosure	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
Signatures		25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ThermoGenesis Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	8,668,000		$	7,161,000
Accounts receivable, net of allowance for doubtful accounts of $214,000 at June 30, 2021 and December 31, 2020		1,242,000			1,382,000
Inventories		5,813,000			5,877,000
Prepaid expenses and other current assets		354,000			878,000
Total current assets		16,077,000			15,298,000
Inventories, non-current		2,227,000			1,221,000
Equipment and leasehold improvements, net		1,282,000			1,424,000
Right-of-use operating lease assets, net		654,000			730,000
Goodwill		781,000			781,000
Other intangible assets, net		1,334,000			1,358,000
Other assets		48,000			48,000
Total assets	$	22,403,000		$	20,860,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,120,000		$	1,366,000
Accrued payroll and related expenses		345,000			349,000
Deferred revenue – short-term		903,000			608,000
Convertible promissory note – related party, net		7,590,000			--
Interest payable – related party		1,106,000			2,082,000
Note payable – short-term		--			447,000
Other current liabilities		847,000			1,291,000
Total current liabilities		11,911,000			6,143,000
Convertible promissory note – related party, net		--			5,935,000
Convertible promissory notes, net		653,000			493,000
Note payable		--			199,000
Operating lease obligations – long-term		508,000			604,000
Deferred revenue – long-term		1,442,000			1,596,000
Other noncurrent liabilities		20,000			20,000
Total liabilities		14,534,000			14,990,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 2,000,000 shares authorized, none outstanding		--			--
Common stock, $0.001 par value; 350,000,000 shares authorized; 11,911,784 issued and outstanding (8,934,952 at December 31, 2020)		12,000			9,000
Additional paid in capital		268,244,000			259,058,000
Accumulated deficit		(260,235,000	)		(253,283,000	)
Accumulated other comprehensive loss		29,000			16,000
Total ThermoGenesis Holdings, Inc. stockholders’ equity		8,050,000			5,800,000
Noncontrolling interests		(181,000	)		70,000
Total equity		7,869,000			5,870,000
Total liabilities and equity	$	22,403,000		$	20,860,000

See accompanying notes.

1

ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net revenues	$	2,201,000		$	2,242,000		$	3,718,000		$	5,442,000
Cost of revenues		1,215,000			4,874,000			2,024,000			6,582,000
Gross profit (loss)		986,000			(2,632,000	)		1,694,000			(1,140,000	)
Expenses:
Selling, general and administrative		3,502,000			1,978,000			5,494,000			4,070,000
Research and development		622,000			578,000			1,001,000			1,187,000
Total operating expenses		4,124,000			2,556,000			6,495,000			5,257,000
Loss from operations		(3,138,000	)		(5,188,000	)		(4,801,000	)		(6,397,000	)
Other expenses:
Interest expense		(1,524,000	)		(1,314,000	)		(3,043,000	)		(4,845,000	)
Other income (expenses)		(10,000	)		(8,000	)		(11,000	)		(11,000	)
Gain on extinguishment of debt		--			--			652,000			--
Total other expense		(1,534,000	)		(1,322,000	)		(2,402,000	)		(4,856,000	)
Net loss		(4,672,000	)		(6,510,000	)		(7,203,000	)		(11,253,000	)
Loss attributable to noncontrolling interests		(133,000	)		(73,000	)		(251,000	)		(214,000	)
Net loss attributable to common stockholders	$	(4,539,000	)	$	(6,437,000	)	$	(6,952,000	)	$	(11,039,000	)
COMPREHENSIVE LOSS
Net loss	$	(4,672,000	)	$	(6,510,000	)	$	(7,203,000	)	$	(11,253,000	)
Other comprehensive loss:
Foreign currency translation adjustments gain (loss)		12,000			1,000			13,000			39,000
Comprehensive loss		(4,660,000	)		(6,509,000	)		(7,190,000	)		(11,214,000	)
Comprehensive loss attributable to noncontrolling interests		(133,000	)		(73,000	)		(251,000	)		(214,000	)
Comprehensive loss attributable to common stockholders	$	(4,527,000	)	$	(6,436,000	)	$	(6,939,000	)	$	(11,000,000	)
Per share data:
Basic and diluted net loss per common share	$	(0.38	)	$	(1.02	)	$	(0.59	)	$	(2.11	)
Weighted average common shares outstanding – basic and diluted		11,911,784			6,315,566			11,679,075			5,230,921

See accompanying notes.

2

ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Equity

For the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)

	Shares		Common Stock		Paid in Capital in Excess of Par		Accumulated Deficit			AOCL*		Non- Controlling interests			Total Equity
Balance at January 1, 2021		8,934,952	$	9,000	$	259,058,000	$	(253,283,000	)	$	16,000	$	70,000		$	5,870,000
Stock-based compensation expense		--		--		258,000		--			--		--			258,000
Issuance of common stock via at-the-market offering, net		2,976,832		3,000		6,829,000		--			--		--			6,832,000
Foreign currency translation gain		--		--		--		--			1,000		--			1,000
Net loss		--		--		--		(2,413,000	)		--		(118,000	)		(2,531,000	)
Balance at March 31, 2021		11,911,784	$	12,000	$	266,145,000	$	(255,696,000	)	$	17,000	$	(48,000	)	$	10,430,000
Stock-based compensation expense		--		--		2,099,000		--			--		--			2,099,000
Foreign currency translation gain		--		--		--		--			12,000		--			12,000
Net loss		--		--		--		(4,539,000	)		--		(133,000	)		(4,672,000	)
Balance at June 30, 2021		11,911,784	$	12,000	$	268,244,000	$	(260,235,000	)	$	29,000	$	(181,000	)	$	7,869,000
Balance at January 1, 2020		2,843,601	$	3,000	$	237,313,000	$	(236,932,000	)	$	2,000	$	530,000		$	916,000
Stock-based compensation expense		--		--		67,000		--			--		--			67,000
Exercise of pre-funded warrants		100,000		--		10,000		--			--		--			10,000
Exercise of warrants		7,866		--		47,000		--			--		--			47,000
Discount due to beneficial conversion features		--		--		1,869,000		--			--		--			1,869,000
Conversion of related party note payable to common stock		1,666,670		2,000		2,998,000		--			--		--			3,000,000
Conversion of note payable to common stock		100,000		--		180,000		--			--		--			180,000
Issuance of common stock, net		1,050,748		1,000		3,220,000		--			--		--			3,221,000
Foreign currency translation gain		--		--		--		--			38,000		--			38,000
Net loss		--		--		--		(4,602,000	)		--		(141,000	)		(4,743,000	)
Balance at March 31, 2020		5,768,885	$	6,000	$	245,704,000	$	(241,534,000	)	$	40,000	$	389,000		$	4,605,000
Stock-based compensation expense		--		--		314,000		--			--		--			314,000
Exercise of pre-funded warrants		224,445				22,000		--			--		--			22,000
Exercise of warrants		267,271		--		1,604,000		--			--		--			1,604,000
Discount due to beneficial conversion features		--		--		3,112,000		--			--		--			3,112,000
Conversion of note payable to common stock		104,445		1,000		188,000		--			--		--			189,000
Issuance of Common Stock, net		344,419		--		1,993,000		--			--		--			1,993,000
Foreign currency translation gain		--		--		--		--			1,000		--			1,000
Net loss		--		--		--		(6,437,000	)				(73,000	)		(6,510,000	)
Balance at June 30, 2020		6,709,465	$	7,000	$	252,937,000	$	(247,971,000	)	$	41,000	$	316,000		$	5,330,000

* Accumulated other comprehensive loss.

See accompanying notes.

3

ThermoGenesis Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(7,203,000	)	$	(11,253,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		320,000			392,000
Stock based compensation expense		2,357,000			381,000
Amortization of debt discount/premium, net		1,815,000			1,257,000
Amortization of accelerated debt discount due to conversion		--			2,486,000
Reserve for excess and slow-moving inventories		98,000			3,744,000
Loss on disposal of equipment		--			114,000
Gain on extinguishment of debt		(652,000	)		--
Net change in operating assets and liabilities:
Accounts receivable		140,000			(378,000	)
Inventories		(1,042,000	)		(5,108,000	)
Prepaid expenses and other assets		524,000			(65,000	)
Accounts payable		(236,000	)		1,812,000
Interest payable - related party		(976,000	)		(912,000	)
Accrued payroll and related expenses		(4,000	)		238,000
Deferred revenue – short-term		294,000			167,000
Other current liabilities		(434,000	)		(1,607,000	)
Long-term deferred revenue and other noncurrent liabilities		(245,000	)		(221,000	)
Net cash used in operating activities		(5,244,000	)		(8,953,000	)
Cash flows from investing activities:
Capital expenditures		(80,000	)		(23,000	)
Net cash used in investing activities		(80,000	)		(23,000	)
Cash flows from financing activities:
Proceeds from convertible promissory note-related party		--			4,287,000
Payments on financing lease obligations		--			(22,000	)
Proceeds from issuance of common stock, net of expenses		6,832,000			5,214,000
Proceeds from exercise of options, warrants and pre-funded warrants		--			1,683,000
Proceeds from note payable		--			646,000
Net cash provided by financing activities		6,832,000			11,808,000
Effects of foreign currency rate changes on cash and cash equivalents		(1,000	)		(5,000	)
Net increase (decrease) in cash, cash equivalents and restricted cash		1,507,000			2,827,000
Cash, cash equivalents and restricted cash at beginning of period		7,161,000			4,157,000
Cash, cash equivalents and restricted cash at end of period	$	8,668,000		$	6,984,000
Supplemental disclosures of cash flow information:
Cash paid for interest	$	2,202,000		$	2,031,000
Supplemental non-cash financing and investing information:
Recording of beneficial conversion feature on debt	$	--		$	4,981,000
Related party promissory note converted to common stock	$	--		$	3,000,000
Convertible promissory note converted to common stock	$	--		$	369,000

See accompanying notes.

4

ThermoGenesis Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

ThermoGenesis Holdings, Inc. (“ThermoGenesis Holdings,” the “Company,” “we,” “our,” “us”), develops, commercializes and markets a range of automated technologies for CAR-T and other cell-based therapies. The Company currently markets a full suite of solutions for automated clinical biobanking, point-of-care applications, and automation for immuno-oncology, including its semi-automated, functionally closed CAR-TXpress™ platform, which streamlines the manufacturing process for the emerging CAR-T immunotherapy market. The Company was founded in 1986 and is incorporated in the State of Delaware and headquartered in Rancho Cordova, CA.

The Company provides the AutoXpress® and BioArchive® platforms for automated clinical bio-banking, PXP® platform for point-of-care cell-based therapies and CAR-TXpress™ platform for bio-manufacturing for immuno-oncology applications. The Company and its subsidiaries currently manufacture and market the following products:

Clinical Bio-Banking Applications:

● AXP® II Automated Cell Separation System – an automated, fully closed cell separation system for isolating stem and progenitor cells from umbilical cord blood, registered as a U.S. FDA 510(k) medical device.

● BioArchive® Automated Cryopreservation System – an automated, robotic, liquid nitrogen controlled-rate-freezing and cryogenic storage system for cord blood samples and cell therapeutic products used in clinical applications, registered as a U.S. FDA 510(k) medical device.

Point-of-Care Applications:

● PXP® Point-of-Care System – an automated, fully closed, sterile system allows for the rapid, automated processing of autologous peripheral blood or bone marrow aspirate derived stem cells at the point-of-care, such as surgical centers or clinics, registered as a U.S. FDA 510(k) medical device.

● PXP-LAVARE System – an automated, fully closed system that is designed to wash, re-suspend and volume reduce cell suspensions. It allows for volume manipulation, supernatant or media exchange, and cell washing to occur without comprising cell viabilities and maximizing recoveries, registered as a U.S. FDA 510(k) medical device.

● PXP-1000 System – an automated, fully closed system that provides fast, reproducible separation of multiple cellular components from blood with minimal red blood cell contamination, registered as a U.S. FDA 510(k) medical device.

Large Scale Cell Processing and Biomanufacturing:

● X-Series® Products: X-Lab® for cell isolation, X-Wash® System for cell washing and reformulation, X-Mini® for high efficiency small scale cell purification, and X-BACS® System under development for large scale cell purification using our proprietary buoyancy-activated cell sorting (“BACS”) technology.

● CAR-TXpress™ Platform – a modular designed, functionally closed platform that addresses the critical unmet need for large scale cellular processing and chemistry, manufacturing and controls (“CMC”) needs for manufacturing chimeric antigen receptor (“CAR”) T cell therapies. The CAR-TXpress Platform is owned and developed through a subsidiary CAR-TXpress Bio, Inc. (“CARTXpress Bio”) in which the Company owns 80% of the equity interest.

5

 

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (SEC) rules and regulations and accounting principles applicable for interim periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance.

Operating results for the three-month period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in ThermoGenesis Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2020.

Principles of Consolidation

The consolidated financial statements include the accounts of ThermoGenesis Holdings, Inc. and its wholly-owned subsidiaries, ThermoGenesis Corp. and TotipotentRX Cell Therapy, Pvt. Ltd and ThermoGenesis Corp’s majority-owned subsidiary, CARTXpress Bio. All significant intercompany accounts and transactions have been eliminated upon consolidation.

The 20% ownership interest of CARTXpress Bio that is not owned by ThermoGenesis Holdings is accounted for as a non-controlling interest as the Company has an 80% ownership interest in CARTXpress Bio. Earnings or losses attributable to other stockholders of a consolidated affiliated company are classified separately as "non-controlling interest" in the Company's consolidated statements of operations. Net loss attributable to non-controlling interests reflects only its share of the after-tax earnings or losses of an affiliated company. The Company's condensed consolidated balance sheets reflect non-controlling interests within the equity section.

2. GOING CONCERN

At June 30, 2021, the Company had cash and cash equivalents of $8,668,000 and working capital of $4,166,000. The Company has incurred historical losses from operations and expects to continue to incur operating losses in the near future. These recurring losses raise substantial doubt about the Company’s ability to continue as a going concern within one year from the filing of this report. The Company may need to raise additional capital to grow its business, fund operating expenses and make interest payments. The Company’s ability to fund its cash needs is subject to various risks, many of which are beyond its control. The Company may seek additional funding through debt borrowings, sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to the Company, if at all.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

6

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes in the Company’s significant accounting policies to those disclosed in the Company’s Annual Report filed on its Form 10-K for the year ended December 31, 2020.

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The Company was not profitable for the six months ended June 30, 2021 and has a full valuation allowance on all net operating loss (“NOL”) tax carryforwards. As such, the adoption of this standard did not have a material impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. The new guidance clarifies the interaction of accounting for the transition into and out of the equity method and the accounting for measuring certain purchased options and forward contracts to acquire investments. It is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s financial statements.

Revenue Recognition

Revenue is recognized based on the five-step process outlined in Accounting Standards Codification (“ASC”) 606.

The following tables summarize the revenues by product line:

	Three Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,048,000	$	48,000	$	--	$	1,096,000
BioArchive		223,000		326,000		--		549,000
CAR-TXpress		287,000		30,000		72,000		389,000
Manual Disposables		116,000		--		--		116,000
Other		30,000		--		21,000		51,000
Total	$	1,704,000	$	404,000	$	93,000	$	2,201,000

	Six Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,273,000	$	87,000	$	--	$	1,360,000
BioArchive		431,000		868,000		--		1,299,000
CAR-TXpress		542,000		58,000		143,000		743,000
Manual Disposables		245,000		--		--		245,000
Other		37,000		--		34,000		71,000
Total	$	2,528,000	$	1,013,000	$	177,000	$	3,718,000

7

 

	Three Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	621,000	$	48,000	$	--	$	669,000
BioArchive		165,000		294,000		--		459,000
CAR-TXpress		550,000		13,000		71,000		634,000
Manual Disposables		198,000		--		--		198,000
Other		238,000		--		44,000		282,000
Total	$	1,772,000	$	355,000	$	115,000	$	2,242,000

	Six Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	2,829,000	$	72,000	$	--	$	2,901,000
BioArchive		329,000		626,000		--		955,000
CAR-TXpress		702,000		25,000		142,000		869,000
Manual Disposables		401,000		--		--		401,000
Other		252,000		--		64,000		316,000
Total	$	4,513,000	$	723,000	$	206,000	$	5,442,000

Contract Balances

Generally, all sales are contract sales (with either an underlying contract or purchase order). The Company does not have any material contract assets. When invoicing occurs prior to revenue recognition, a contract liability is recorded (as deferred revenue on the consolidated balance sheet). Revenues recognized during the three and six months ended June 30, 2021 that were included in the beginning balance of deferred revenue were $130,000 and $403,000, respectively. Short-term deferred revenues increased from $608,000 to $903,000 and long-term deferred revenues decreased from $1,596,000 to $1,442,000 during the six months ended June 30, 2021, respectively.

Exclusivity Fee

On August 30, 2019, the Company entered into a Supply Agreement with Corning Incorporated (the “Supply Agreement”). The Supply Agreement has an initial term of five years with Corning having two options to renew for an additional two-years (up to four years total), unless terminated by either party in accordance with the terms of the Supply Agreement (collectively, the “Term”). Pursuant to the Supply Agreement, the Company has granted Corning exclusive worldwide distribution rights for substantially all X-Series® products under the CAR-TXpress™ platform (the “Products”) manufactured by its subsidiary, ThermoGenesis Corp., for the duration of the Term, subject to certain geographical and other exceptions. In addition to any amounts payable throughout the Term for the Products, as consideration for the exclusive worldwide distribution rights for the Products, Corning paid a $2,000,000 exclusivity fee. For the three and six months ended June 30, 2021 and 2020, the Company recorded revenue related to the exclusivity fee of $72,000 and $143,000, respectively. The remaining balance of the $2,000,000 payment of $1,477,000 was recorded to deferred revenue, with $286,000 in short term deferred revenue and $1,191,000 recorded in long-term deferred revenue.

8

 

Backlog of Remaining Customer Performance Obligations

The following table includes revenue expected to be recognized and recorded as sales in the future from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period.

	Remainder of 2021		2022		2023		2024		2025 and beyond		Total
Service revenue	$	690,000	$	886,000	$	412,000	$	151,000	$	85,000	$	2,224,000
Clinical revenue		6,000		13,000		13,000		13,000		160,000		205,000
Exclusivity fee		143,000		286,000		286,000		286,000		476,000		1,477,000
Total	$	839,000	$	1,185,000	$	711,000	$	450,000	$	721,000	$	3,906,000

Revenues are net of normal discounts. Shipping and handling fees billed to customers are included in net revenues, while the related costs are included in cost of revenues.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not have an impact on net loss as previously reported. For the three and six month period ended June 30, 2021, sales and marketing and general and administrative expenses were combined into one line item identified as sales, general and administrative expenses on the Statement of Operations. Additionally, the loss on equity method investments was combined with other income on the Statement of Operations.

4.         NET LOSS PER SHARE

Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding plus the pre-funded warrants. For the purpose of calculating basic net loss per share, the additional shares of common stock that are issuable upon exercise of the pre-funded warrants have been included since the shares are issuable for a negligible consideration and have no vesting or other contingencies associated with them. As of June 30, 2021, all pre-funded warrants previously issued have been exercised and none are currently outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents noted below is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities consisted of the following at June 30:

	2021		2020
Common stock equivalents of convertible promissory note and accrued interest		6,758,897		6,676,112
Vested Series A warrants		--		40,441
Unvested Series A warrants(1)		--		69,853
Warrants – other		653,248		1,006,190
Stock options		386,461		893,349
Total		7,798,606		8,685,945

(1) The unvested Series A warrants were subject to vesting based upon the amount of funds actually received by the Company in the second close of the August 2015 financing which never occurred. The warrants remained outstanding but unvested until they expired in February 2021.

5.   RELATED PARTY TRANSACTIONS

HealthBanks Biotech (USA) Inc.

On November 26, 2019 the Company entered into an agreement with HealthBanks Biotech (USA) Inc. (“HealthBanks”) to form a new company called ImmuneCyte, 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). Under the terms of the agreement, ImmuneCyte was initially owned 80% by HealthBanks and 20% by the Company. Healthbanks is a subsidiary of the Boyalife Group (USA), Inc. which is owned by Dr. Xiaochun (Chris) Xu, the Company’s Chief Executive Officer and Chairman of our Board of Directors. Due to the significant influence the Company has over ImmuneCyte’s operations, the investment was accounted for by the Company using the equity method.

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Between November 26, 2019 and September 30, 2020, ImmuneCyte closed on a series of investments with a private institution and qualified investors. After the investments, 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 the transaction and noted that none of the factors supporting significant influence changed as a result of the acquisition. Therefore, it was concluded that significant influence remains and the Company will 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 acquistion, the Company had accumulated losses of $428,000 in its investment in ImmuneCyte. As the accumulated losses were greater than the dilution gain, no entry was recorded by the Company for its investment in ImmuneCyte for the quarter ended March 31, 2021.

As of June 30, 2021, the value of the Company’s investment in ImmuneCyte on its Balance Sheet is $0. For the quarter ended June 30, 2021, ImmuneCyte had a net income of $599,000, its current assets were $3,753,000 and current liabilities were $2,013,000.

Convertible Promissory Note and Revolving Credit Agreement

In March 2017, ThermoGenesis Holdings entered into a Credit Agreement with Boyalife Asset Holding II, Inc. (the “Lender”). The Lender is a wholly owned subsidiary of the Boyalife Group (USA), Inc., which is owned and controlled by the Company’s Chief Executive Officer and Chairman of our Board of Directors. The Credit Agreement, 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”). As of June 30, 2021 and December 31, 2020, the Company had an outstanding principal balance on the Loan of $10,000,000.

The Credit Agreement and the Convertible Promissory Note issued thereunder (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. In January 2021, the Company paid the Lender, the interest due as of December 31, 2020 in the amount of $2,082,000. The Note can be prepaid in whole or in part by the Company at any time without penalty.

The Credit Agreement and Note were amended in April 2018, granting the Lender the right to convert, at any time, outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $16.10 per share. The amendment included a down-round provision that lowered the conversion price if the Company issues shares of common stock at a lower price per share, the conversion price of the Note is lowered to that amount. The Company completed a transaction in 2018, which lowered the conversion price to $1.80.

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The following summarizes the Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Remaining Debt Discount			Carrying Value
At June 30, 2021	3/6/2022		22	%	$	1.80	$	10,000,000	$	(2,410,000	)	$	7,590,000
At December 31, 2020	3/6/2022		22	%	$	1.80	$	10,000,000	$	(4,065,000	)	$	5,935,000

The Company amortized $827,000 and $1,655,000 of debt discount to interest expense for the three and six months ended June 30, 2021 and $729,000 and $1,276,000 for the three and six months ended June 30 2020, respectively. In addition to the amortization, the Company also recorded interest expense of $556,000 and $1,106,000 for the three and six months ended June 30, 2021 and $515,000 and $957,000 for the three and six months ended June 30 2020, respectively. The interest payable balance as of June 30, 2021 and December 31, 2020 was $1,106,000 and $2,082,000, respectively.

6.  CONVERTIBLE PROMISSORY NOTE

July 2019 Note

On July 23, 2019, the Company entered into a private placement with the Accredited Investor, pursuant to which the Company issued and sold to such investor an unsecured convertible promissory note in the original principal amount of $1,000,000 (the “July 2019 Note”). The July 2019 Note is convertible into shares of the Company's common stock at a conversion price equal to the lower of (a) $1.80 per share or (b) 90% of the closing sale price of the Company’s common stock on the date of conversion (subject to a floor conversion price of $0.50). The July 2019 Note bears interest at the rate of twenty-four percent (24%) per annum and is payable quarterly in arrears. Unless sooner converted in the manner described below, all principal under the July 2019 Note, together with all accrued and unpaid interest thereupon, will be due and payable three years from the date of the issuance on July 31, 2022.

The following summarizes the July 2019 Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Remaining Debt Discount			Carrying Value
At June 30, 2021	7/31/2022		24	%	$	1.80	$	1,000,000	$	(347,000	)	$	653,000
At December 31, 2020	7/31/2022		24	%	$	1.80	$	1,000,000	$	(507,000	)	$	493,000

The Company recorded amortization expense for the debt discount on the July 2019 Note for the three and six months ended June 30, 2021 of $80,000 and $161,000, respectively; and $27,000 for the three and six months ended June 30, 2020. Interest expense related to the July 2019 Note was $60,000 and $120,000 for the three and six months ended June 30, 2021 and 2020.

7.     LEASES

The Company leases an approximately 28,000 square foot facility located in Rancho Cordova, California for its corporate offices and in-house manufacturing. The lease was renewed in the first quarter of 2019 and is accounted for as an operating lease. The lease expires in May 2024.

Operating Leases

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we use the Company’s cost of capital based on existing debt instruments. Our material leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term.

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The following summarizes the Company’s operating leases:

	June 30, 2021			December 31, 2020
Right-of-use operating lease assets, net	$	654,000		$	730,000
Current lease liability (included in other current liabilities)		180,000			157,000
Non-current lease liability		508,000			604,000
Weighted average remaining lease term		2.9			3.4
Discount rate		22	%		22	%

Maturities of lease liabilities by year for our operating leases are as follows:

2021 (Remaining)	$	157,000
2022		319,000
2023		328,000
2024		139,000
Total lease payments	$	943,000
Less: imputed interest		(255,000	)
Present value of operating lease liabilities	$	688,000

Statement of Cash Flows

In January 2019, the Company signed an amendment to its Rancho Cordova, California lease. The amendment was accounted for as a modification and resulted in a right-of-use asset of $966,000 being recognized as a non-cash addition on the date of the amendment. Cash paid for amounts included in the measurement of operating lease liabilities included in cash flow from operating activities was $77,000 and $153,000 for the three and six months ended June 30, 2021 and $75,000 and $149,000 for the three and six months ended June 30, 2020, respectively.

Operating Lease Costs

Operating lease costs were $110,000 and $219,000 for the three and six months ended June 30, 2021 and $105,000 and $208,000 for the three and six months ended June 30, 2020, respectively. These costs are primarily related to long-term operating leases, but also include amounts for variable lease costs, as well as immaterial and short-term leases.

Finance Leases

Finance leases are included in equipment and other current and non-current liabilities on the condensed consolidated balance sheet. The amortization and interest expense are included in general and administrative expense and interest expense, respectively on the statement of operations. These leases were not material for the three and six months ended June 30, 2021 and 2020.

8.       COMMITMENTS AND CONTINGENCIES

Contingencies

In the normal course of operations, the Company may have disagreements or disputes with customers, employees or vendors. Such potential disputes are seen by management as a normal part of business. As of June 30, 2021, except as disclosed, management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s condensed consolidated financial position, operating results or cash flows.

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Financial Covenants

On July 13, 2020, the Company, entered into a Manufacturing and Supply Amending Agreement #2 with CBR Systems, Inc. (“CBR”) with an effective date of July 13, 2020 (the “Amendment”). The Amendment amends the Manufacturing and Supply Agreement entered into on May 15, 2017 and Amendment #1 dated March 16, 2020 by the Company and CBR. The Amendment, among other things, revised the amount of certain products to be purchased, pricing of those products and removal of the safety stock requirement. In addition, the Amendment updated the financial requirement to exclude convertible debt from the definition of short-term debt under events or conditions that constitute a default. The Amendment states that the Company’s cash balance and short-term investments net of non-convertible debt and borrowed funds that are payable within one year must be greater than $1,000,000 at any month end. The Company was in compliance with this agreement as of June 30, 2021.

Warranty

The Company offers a warranty on all of its non-disposable products of one to two years. The Company warrants disposable products through their expiration date. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

The warranty liability is included in other current liabilities in the unaudited condensed consolidated balance sheets. The change in the warranty liability for the six months ended June 30, 2021 is summarized in the following table:

Balance at December 31, 2020	$	154,000
Warranties issued during the period		21,000
Settlements made during the period		(75,000	)
Changes in liability for pre-existing warranties during the period		--
Balance at June 30, 2021	$	100,000

9.    PAYMENT PROTECTION PROGRAM

On April 21, 2020, the Company entered into a promissory note and received a Paycheck Protection Program loan “PPP Loan” from the Small Business Association “SBA”, which was established under the CARES Act. The Company received net proceeds of $646,000 from the PPP Loan. The term of the PPP Loan is two years with an interest rate of 1.00% per annum, which was deferred for the first six months of the term of the loan or after an application is filed for loan forgiveness, whichever is later. Each monthly payment shall be in the amount which would fully amortize the principal balance outstanding under the PPP Loan. Pursuant to the terms of the CARES Act, the proceeds of the PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs. The promissory note of the PPP Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of the amount outstanding under the PPP Loan. In late December 2020, the Company applied with the SBA for forgiveness of the PPP Loan and was notified on March 30, 2021 that the SBA had approved our application to forgive the entire amount of the loan and accrued interest. For the six months ended June 30, 2021, the Company recorded a gain on extinguishment of debt of $652,000 representing the principal and accrued interest for the PPP Loan at the time of forgiveness.

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10.   STOCKHOLDERS’ EQUITY

Common Stock

On 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 the Company’s common stock, having an aggregate offering price of up to $4,400,000 and on May 19, 2020 the ATM Agreement was amended to increase the aggregate value of up to $15,280,313 (the “HCW Shares”). As of June 30, 2021, the Company sold a total of 5,597,484 shares of the Company’s common stock for aggregate gross proceeds of $15,280,000 at an average selling price of $2.73 per share, resulting in net proceeds of approximately $14,568,000 after deducting legal expenses, audit fees, commissions and other transaction costs of approximately $712,000. For the six months ended June 30, 2021, the Company sold 2,976,832 shares of common stock for net proceeds of $6,832,000 after deducting $224,000 in commissions and other transaction costs.

Stock Based Compensation

In May 2021, five Company executives voluntarily surrendered the options they were awarded in June 2020.  At the time they were surrendered, the exercise price of the options was underwater.  No payment or other consideration was paid to the Company executives for surrendering the options.  In total 490,000 options were cancelled.  As a result of the cancellation, the remaining unamortized expense of $2,008,000 was accelerated and recorded in the three months ended June 30, 2021. 

The Company recorded stock-based compensation of $2,099,000 and $2,357,000 for the three and six months ended June 30, 2021, and $314,000 and $381,000 for the three and six months ended June 30, 2020, respectively, as comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Cost of revenues	$	5,000	$	2,000	$	10,000	$	2,000
Selling, general and administrative		1,914,000		291,000		2,130,000		343,000
Research and development		180,000		21,000		217,000		36,000
	$	2,099,000	$	314,000	$	2,357,000	$	381,000

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 December 31, 2020		889,636	$	8.57
Cancelled / Forfeited		503,050
Outstanding at June 30, 2021		386,461	$	11.88		7.4	$	--
Vested and expected to vest at June 30, 2021		335,786	$	9.15		7.3	$	--
Exercisable at June 30, 2021		244,211	$	10.31		7.1	$	--

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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 no options exercised during the six months ended June 30, 2021.

Warrants

A summary of warrant activity for the six months ended June 30, 2021 is as follows:

	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted- Average Remaining Contract Term
Balance at December 31, 2020		1,116,484	$	37.27		0.49
Warrants expired		463,236
Warrants exercised		--	$	--
Outstanding at June 30, 2021		653,248	$	6.97		1.90
Exercisable at June 30, 2021		653,248	$	6.97		1.90

11.    MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable as follows:

For net revenues, one customer accounted for 18% and 0%, a second customer accounted for 16% and 1%, a third customer accounted for 11% and 25% and a fourth customer accounted for 0% and 18% for the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, one customer accounted for 13% and 14%, a second customer accounted for 11% and 1%, while a third customer accounted for 11% and 30% of net revenues, respectively.

At June 30, 2021, four customers accounted for 68% of accounts receivable. At December 31, 2020, three customers accounted for 72% of accounts receivable.

12.    SUBSEQUENT EVENTS

The Company has evaluated events subsequent to June 30, 2021 through the date of this filing and determined that no subsequent events have occurred that would require recognition or disclosure in the unaudited condensed consolidated financial statements.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward‑Looking Statements

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. When used in this report, the words "anticipate," "believe," "estimate," "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. Readers should be aware of important factors that, in some cases, have affected, and in the future could affect, actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. These factors include without limitation, the ability to obtain capital and other financing in the amounts and at the times needed to launch new products, market acceptance of new products, the nature and timing of regulatory approvals for both new products and existing products for which the Company proposes new claims, realization of forecasted revenues, expenses and income, initiatives by competitors, price pressures, failure to meet U.S. Food and Drug Administration (“FDA”) regulated requirements governing the Company’s products and operations (including the potential for product recalls associated with such regulations), risks associated with initiating manufacturing for new products, failure to meet Foreign Corrupt Practice Act regulations, legal proceedings, uncertainty associated with the COVID-19 pandemic, and other risk factors listed from time to time in our reports with the Securities and Exchange Commission (“SEC”), including, in particular, those set forth in The Company’s Form 10-K for the year ended December 31, 2020.

Business Overview

ThermoGenesis Holdings, Inc. develops, commercializes and markets a range of automated technologies for CAR-T and other cell-based therapies. The Company currently markets a full suite of solutions for automated clinical biobanking, point-of-care applications, and automation for immuno-oncology, including its semi-automated, functionally closed CAR-TXpress™ platform, which streamlines the manufacturing process for the emerging CAR-T immunotherapy market. The Company was founded in 1986 and is incorporated in the State of Delaware and headquartered in Rancho Cordova, CA.

The Company provides the AutoXpress® and BioArchive® platforms for automated clinical bio-banking, PXP® platform for point-of-care cell-based therapies and CAR-TXpress™ platform for bio-manufacturing for immuno-oncology applications. The Company and its subsidiaries currently manufacture and market the following products:

Clinical Bio-Banking Applications:

● AXP® II Automated Cell Separation System – an automated, fully closed cell separation system for isolating stem and progenitor cells from umbilical cord blood, registered as a U.S. FDA 510(k) medical device.

● BioArchive® Automated Cryopreservation System – an automated, robotic, liquid nitrogen controlled-rate-freezing and cryogenic storage system for cord blood samples and cell therapeutic products used in clinical applications, registered as a U.S. FDA 510(k) medical device.

Point-of-Care Applications:

● PXP® Point-of-Care System – an automated, fully closed, sterile system allows for the rapid, automated processing of autologous peripheral blood or bone marrow aspirate derived stem cells at the point-of-care, such as surgical centers or clinics, registered as a U.S. FDA 510(k) medical device.

● PXP-LAVARE System – an automated, fully closed system that is designed to wash, re-suspend and volume reduce cell suspensions. It allows for volume manipulation, supernatant or media exchange, and cell washing to occur without comprising cell viabilities and maximizing recoveries, registered as a U.S. FDA 510(k) medical device.

● PXP-1000 System – an automated, fully closed system that provides fast, reproducible separation of multiple cellular components from blood with minimal red blood cell contamination, registered as a U.S. FDA 510(k) medical device.

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Large Scale Cell Processing and Biomanufacturing:

● X-Series® Products: X-Lab® for cell isolation, X-Wash® System for cell washing and reformulation, X-Mini® for high efficiency small scale cell purification, and X-BACS® System under development for large scale cell purification using our proprietary buoyancy-activated cell sorting (“BACS”) technology.

● CAR-TXpress™ Platform – a modular designed, functionally closed platform that addresses the critical unmet need for large scale cellular processing and chemistry, manufacturing and controls (“CMC”) needs for manufacturing chimeric antigen receptor (“CAR”) T cell therapies. The CAR-TXpress Platform is owned and developed through a subsidiary CAR-TXpress Bio, Inc. (“CARTXpress Bio”) in which the Company owns 80% of the equity interest.

ThermoGenesis Holdings is an affiliate of the Boyalife Group, a global diversified life science holding company that focuses on stem cell technology and cell-based therapeutics.

COVID-19

We believe that the COVID-19 pandemic has had a material negative impact on the Company’s business and results of operations. The pandemic had a significant impact on the cord blood industry, with fewer cord blood units being stored globally after the start of the pandemic. The continued impact of the pandemic on the Company’s business and results of operations will depend on future developments relating to the pandemic in general and the cord blood industry in particular, and such future developments are highly uncertain and cannot be predicted. Such developments may include the continued geographic spread of the virus, the severity of the disease, the duration of the outbreak, the actions that may be taken by various governmental authorities in response to the outbreak, and the possible continued impact on the U.S. or global economy. As a result, at the time of this filing, it is impossible to predict the continued impact of the pandemic on the Company’s business, liquidity, capital resources and financial results.

Critical Accounting Policies

Management’s discussion and analysis of its financial condition and results of operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a full discussion of our accounting estimates and assumptions that have been identified as critical in the preparation of the Company’s condensed consolidated financial statements, please refer to ThermoGenesis Holdings’ Form 10-K for the year ended December 31, 2020.

Results of Operations for the Three Months Ended June 30, 2021 as Compared to the Three Months Ended June 30, 2020

The following tables summarizes revenues by product line:

	Three Months Ended June 30,
	2021		2020		$ Change			% Change
AXP	$	1,096,000	$	669,000	$	427,000			64	%
BioArchive		549,000		459,000		90,000			20	%
CAR-TXpress		389,000		634,000		(245,000	)		(39	)%
Manual Disposables		116,000		198,000		(82,000	)		(41	)%
Other		51,000		282,000		(231,000	)		(82	)%
Total	$	2,201,000	$	2,242,000	$	(41,000	)		(2	)%

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Net Revenues

Net revenues decreased by $41,000 or 2%, from $2,242,000 to $2,201,000 for the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.  The decline was primarily driven by CAR-TXpress sales, which decreased by $245,000 or 39% in the three months ended June 30, 2021 as compared to the same period in 2020.  The decline was driven by the COVID-19 pandemic, which has limited the Company’s exclusive distributor sales and marketing activities and limited its ability to perform product demos for potential new customers.  Additionally, Other sales decreased by $231,000 or 82%.  This decline was due primarily to COVID-19 antibody testing kits which the Company sold in the three months ended June 30, 2020, but is no longer selling in the same period in 2021.

These decreases were offset by increases in both the AXP and BioArchive product lines.  AXP sales increased by $427,000 or 64% and BioArchive increased by $90,000 or 20% in the three months ended June 30, 2021 as compared to the same period in 2020.  We believe this is a positive sign showing that cord blood revenues may be starting to return to pre-pandemic levels.  While we don’t have any specific industry data at this time on the number of cord blood units stored globally, AXP disposable sales increased by approximately 150 cases in the second quarter of 2021 as compared to 2020.  The increased demand for AXP bagsets appears to imply that global cord blood units stored are beginning to pick up.  We currently anticipate this trend continuing and cord blood units stored potentially returning to pre-pandemic levels in the next few quarters.

Gross Profit

The Company’s gross profit increased by $3,618,000 to $986,000 or 45% of net revenues for the three months ended June 30, 2021, compared to $(2,632,000) or (117)% for three months ended June 30, 2020. The increase was driven by a one-time expense of approximately $3,600,000 incurred in the three months ended June 30, 2020 of an inventory reserve for the remaining on hand inventory of COVID-19 testing kits at that time. Additionally, the Company had an increase in gross profit from AXP disposables due to 154 more cases being sold in the three months ended June 30, 2021 as compared to the same period in 2020. This increase was offset by a decrease in gross profit from CAR-TXpress, which had sales decline by $245,000 in the same period.

Selling, General and Administrative

Sales, general and administrative expenses for the three months ended June 30, 2021 were $3,502,000 compared to $1,978,000 for the three months ended June 30, 2020, an increase of $1,524,000 or 77%. The increase was driven by stock compensation expense, which increased by approximately $1,600,000 primarily due to the accelerated expense for the stock options that were voluntarily surrendered by Company executives in the three months ended June 30, 2021.  The increase is offset by a decrease of approximately $100,000 due to a fixed asset impairment expense recognized in the three months ended June 30, 2020.

Research and Development Expenses

Consolidated research and development expenses were $622,000 for the three months ended June 30, 2021 as compared to $578,000 for the three months ended June 30, 2020, an increase of $44,000 or 8%.  The increase was driven by approximately $150,000 more in stock compensation expense offset by a decrease of approximately $100,000 related to lower salaries and benefits in the three months ended June 30, 2021 as compared to the same period in 2020.

Interest Expense

Interest expense for the three months ended June 30, 2021 was $1,524,000, compared to $1,314,000 for the three months ended June 30, 2020, an increase of $210,000 or 16%. The increase was driven by additional interest expense and amortization of the debt discount related to the Revolving Credit Agreement with Boyalife Asset Holding II, Inc. in the three months ended June 30, 2021 as compared to the same period in 2020.

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Results of Operations for the Six Months Ended June 30, 2021 as Compared to the Six Months Ended June 30, 2020

The following tables summarizes revenues by product line:

	Six Months Ended June 30,
	2021		2020		$ Change			% Change
AXP	$	1,360,000	$	2,901,000		(1,541,000	)		(53	)%
BioArchive		1,299,000		955,000		344,000			36	%
CAR-TXpress		743,000		869,000		(126,000	)		(14	)%
Manual Disposales		245,000		401,000		(156,000	)		(39	)%
Other		71,000		316,000		(245,000	)		(78	)%
Total	$	3,718,000	$	5,442,000	$	(1,724,000	)		(32	)%

Net Revenues

Net revenues decreased by $1,724,000 or 32%, from $3,718,000 to $5,442,000 for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.  The decrease was driven by AXP® disposable sales which declined by approximately $1,600,000 with approximately 900 fewer cases sold in the first quarter of 2021 as compared to 2020.  The primary driver of the decrease was the COVID-19 pandemic which has had a significant impact on our sales since it began over a year ago.  We have started to experience increases in sales in the second quarter, which appears to provide evidence that global cord blood units stored may be beginning to pick back up.  We currently anticipate this trend continuing and cord blood units stored could be returning to pre-pandemic levels in the next few quarters.

BioArchive sales posted a $344,000 increase in the six months ended June 30, 2021 as compared to the same period in 2020.  The increase was driven by higher service revenue in the six months ended June 30, 2021.  Offsetting this increase was decreases in the CAR-TXpress and manual disposable primarily as a result of the COVID-19 pandemic.  Other revenues also decreased due to COVID-19 testing kits of which the Company didn’t sell in the six months ended June 30, 2021.

Gross Profit

The Company’s gross profit was $1,694,000 or 46% of net revenues for the six months ended June 30, 2021, compared to $(1,140,000) or (21)% for the six months ended June 30, 2020, an increase of $2,834,000.  The increase was driven by a lower inventory reserve expense of approximately $3,500,000 in the six months ended June 30, 2021 as compared to the same period in 2020.  The inventory reserve recognized in 2020 was primarily for COVID-19 testing kits, which are no longer being sold by the Company.  Offsetting the increase was a decrease in gross profit provided by the AXP product line.  The six months ended June 30, 2021 had 900 fewer cases of AXP disposables sold as compared to the same period in 2020, resulting in approximately $700,000 less in gross profit.

Selling, General and Administrative

Sales, general and administrative expenses for the six months ended June 30, 2021 were $5,494,000 compared to $4,070,000 for the six months ended June 30, 2020, an increase of $1,424,000 or 35%. The increase was driven by stock compensation expense, which increased by approximately $1,800,000 primarily due to the accelerated expense for the stock options that were voluntarily surrendered by Company executives in the six months ended June 30, 2021.  The increase is offset by a decrease of approximately $220,000 due to the absence of legal and other expenses related to the Mavericks lawsuit and approximately $100,000 due to a fixed asset impairment expense incurred in the six months ended June 30, 2020.  Additionally, the Company incurred approximately $50,000 in expenses related to its annual stockholder meeting in the six months ended June 30, 2020.  In 2021, the Company anticipates moving that meeting to the fourth quarter and expects to incur the expenses later in the year.

19

Research and Development Expenses

Consolidated research and development expenses were $1,001,000 for the six months ended June 30, 2021, compared to $1,187,000 for the six months ended June 30, 2020, a decrease of $186,000 or 16%.  The decrease was driven by lower salaries and benefits of approximately $225,000 offset by increased project expenses driven by BACS development in the six months ended June 30, 2021 as compared to the same period in 2020.

Interest Expense

Interest expense decreased to $3,043,000 for the six months ended June 30, 2021 as compared to $4,845,000 for the six months ended June 30, 2020, a decrease of $1,802,000. The decrease is driven an accelerated expense of $2,486,000 for the unamortized debt discount of the beneficial conversion feature associated with the portions of the Revolving Credit Agreement with Boyalife Asset Holding II, Inc. which were converted in the six months ended June 30, 2020. This decrease was offset by additional interest expense and debt discount amortization of approximately $500,000 related to additional draw down from the Revolving Credit Agreement with Boyalife Asset Holding II, Inc. that occurred in the second quarter of 2020.

Liquidity and Capital Resources

At June 30, 2021, the Company had cash and cash equivalents of $8,668,000 and working capital of $4,166,000. This compares to cash and cash equivalents of $7,161,000 and working capital of $9,155,000 at December 31, 2020. We have primarily financed operations through private and public placement of equity securities and our line of credit facility.

The Company has a Revolving Credit Agreement with Boyalife Asset Holding II, Inc. As of June 30, 2021, the Company had drawn down the full $10,000,000 that is available under the Revolving Credit Agreement, which matures in March of 2022. Boyalife Asset Holding II, Inc. is a wholly-owned subsidiary of Boyalife Group Inc. (USA), which is owned and controlled by the Company’s Chief Executive Officer and Chairman of our Board of Directors.

During 2020, the Company received a loan totalling net proceeds of $646,000 from the SBA under the Payment Protection Program of the CARES Act, in response to the COVID-19 pandemic described above. The CARES Act permits that a loan may be forgiven if certain criteria are met. In March 2021, the SBA approved the Company’s application to forgive the entire amount of the debt. In the six months ended June 30, 2021, the Company recognized a gain of the forgiveness of debt for $652,000 representing the principal balance and accrued interest related to the loan at the time of forgiveness.

The Company has incurred recurring operating losses and as of June 30, 2021 had an accumulated deficit of $260,235,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the filing of this report. The Company may require additional capital to grow the business, to fund other operating expenses and to make interest payments. The Company’s ability to fund its cash needs is subject to various risks, many of which are beyond its control. The Company may seek additional funding through bank borrowings or public or private sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to us, if at all.

20

Non-GAAP Measures

In addition to the results reported in accordance with US GAAP, we also use a non-GAAP measure, adjusted EBITDA, to evaluate operating performance and to facilitate the comparison of our historical results and trends. The Company calculates adjusted EBITDA as income or (loss) from operations less depreciation, amortization, stock compensation, equity method investments and impairment of intangible assets. This financial measure is not a measure of financial performance under US GAAP and should not be considered in isolation or as a substitute for loss as a measure of performance. The calculation of this non-GAAP measure may not be comparable to similarly titled measures used by other companies. Reconciliations to the most directly comparable GAAP measure are provided below.

Three months ended June 30, 2021 and 2020, respectively:

	Three Months Ended June 30,
	2021			2020
Net loss	$	(4,672,000	)	$	(6,510,000	)
Deduct:
Interest expense		(1,524,000	)		(1,314,000	)
Other expense		(10,000	)		(8,000	)
Loss from operations	$	(3,138,000	)	$	(5,188,000	)
Add:
Depreciation and amortization		154,000			193,000
Stock-based compensation expense		2,099,000			314,000
Adjusted EBITDA	$	(885,000	)	$	(4,681,000	)

Adjusted EBITDA for the three months ended June 30, 2021 was a loss of $885,000, compared to a loss of $4,681,000 for the three months ended June 30, 2020, an increase of $3,796,000.  The adjusted EBITDA improvement was primarily due to lower inventory reserve expense of approximately $3,600,000 related to COVID-19 testing kits which was incurred in the three months ended June 30, 2020. Additionally, the three months ended June 30, 2020 had approximately $100,000 in fixed asset impairment expense, with no similar charges occurring in the three months ended June 30, 2021.

Six months ended June 30, 2021 and 2020, respectively:

	Six Months Ended June 30,
	2021			2020
Net Loss	$	(7,203,000	)	$	(11,253,000	)
Deduct:
Interest expense		(3,043,000	)		(4,845,000	)
Other income (expense)		(11,000	)		(11,000	)
Gain on extinguishment of debt		652,000			--
Loss from operations	$	(4,801,000	)	$	(6,397,000	)
Add:
Depreciation and amortization		320,000			392,000
Stock-based compensation expense		2,357,000			381,000
Adjusted EBITDA	$	(2,124,000	)	$	(5,624,000	)

The adjusted EBITDA loss was $2,124,000 for the six months ended June 30, 2021 compared to a loss of $5,624,000 for the six months ended June 30, 2020, an increase of $3,500,000.  The adjusted EBITDA improvement was primarily due to lower inventory reserve expense of approximately $3,500,000 primarily related to COVID-19 testing kits which was incurred in the six months ended June 30, 2020. Additionally, the six months ended June 30, 2020 also had $225,000 more in research and development salaries and benefits, approximately $100,000 in fixed asset impairment expense and approximately $50,000 in annual meeting expenses.  Offsetting the increased expenses incurred in the six months ended June 30, 2020 was a decrease in gross profit provided by the AXP product line.  The six months ended June 30, 2021 had 900 fewer cases of AXP disposables sold as compared to the same period in 2020, resulting in approximately $700,000 less in gross profit.

21

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

ThermoGenesis Holdings is a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and is not required to provide information under this item.

ITEM 4. Controls and Procedures

The Company carried out an evaluation, under the supervision, and with the participation of management, including both the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined by Exchange Act Rule 13a-15(e) or 15d-15(e)) as of June 30, 2021. Disclosure controls and procedures cover controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have both concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2021.

There were no changes in the Company’s internal controls over financial reporting that occurred during the three months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. Management believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company, have been detected.

22

PART II - OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS.

In the normal course of operations, we may have disagreements or disputes with distributors, vendors, employees or other parties. Such potential disputes are seen by management as a normal part of business and while the outcome of such disagreements and disputes cannot be predicted with certainty, we do not believe that any pending legal proceedings are material. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 1A.      RISK FACTORS.

There have been no material changes to the risk factors relating to the Company set forth in f, “Item IA. Risk Factors” of its Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.         MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5.         OTHER INFORMATION.

None.

ITEM 6.         EXHIBITS.

An index of exhibits is found on page 26 of this report.

23

Item 6.          Exhibits.

Exhibit No.	Description
31.1	Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

24

ThermoGenesis Holdings, Inc.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ThermoGenesis Holdings, Inc. (Registrant)
Dated: August 12, 2021	/s/ Xiaochun (Chris) Xu, Ph.D.
	Xiaochun (Chris) Xu, Ph.D. Chief Executive Officer (Principal Executive Officer)
Dated: August 12, 2021	/s/ Jeffery Cauble
	Jeffery Cauble Chief Financial Officer (Principal Financial Officer)

25

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Xiaochun (Chris) Xu, certify that:

1. I have reviewed this report on Form 10-Q of ThermoGenesis Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: August 12, 2021	/s/ Xiaochun (Chris) Xu, Ph.D.
	Xiaochun (Chris) Xu, Ph.D. Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffery Cauble, certify that:

1. I have reviewed this report on Form 10-Q of ThermoGenesis Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: August 12, 2021	/s/ Jeffery Cauble
	Jeffery Cauble Chief Financial Officer (Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of ThermoGenesis Holdings, Inc. (the "Company") on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission (the "Report"), we, Xiaochun (Chris) Xu, Chief Executive Officer and Jeff Cauble, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

(1)          the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 12, 2021	/s/ Xiaochun (Chris) Xu, Ph.D.
	Xiaochun (Chris) Xu, Ph.D. Chief Executive Officer (Principal Executive Officer)
Dated: August 12, 2021	/s/ Jeffery Cauble
	Jeffery Cauble Chief Financial Officer (Principal Financial Officer)

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 11, 2021
Document Information [Line Items]
Entity Central Index Key	0000811212
Entity Registrant Name	ThermoGenesis Holdings, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	333-82900
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3018487
Entity Address, Address Line One	2711 Citrus Road
Entity Address, City or Town	Rancho Cordova
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95742
City Area Code	916
Local Phone Number	858-5100
Title of 12(b) Security	Common Stock, $.001 par value
Trading Symbol	THMO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,911,784

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 8,668,000	$ 7,161,000
Accounts receivable, net of allowance for doubtful accounts of $214,000 at June 30, 2021 and December 31, 2020	1,242,000	1,382,000
Inventories	5,813,000	5,877,000
Prepaid expenses and other current assets	354,000	878,000
Total current assets	16,077,000	15,298,000
Inventories, non-current	2,227,000	1,221,000
Equipment and leasehold improvements, net	1,282,000	1,424,000
Right-of-use operating lease assets, net	654,000	730,000
Goodwill	781,000	781,000
Other intangible assets, net	1,334,000	1,358,000
Other assets	48,000	48,000
Total assets	22,403,000	20,860,000
Current liabilities:
Accounts payable	1,120,000	1,366,000
Accrued payroll and related expenses	345,000	349,000
Deferred revenue – short-term	903,000	608,000
Convertible promissory note – related party, net	7,590,000
Interest payable – related party	1,106,000	2,082,000
Note payable – short-term		447,000
Other current liabilities	847,000	1,291,000
Total current liabilities	11,911,000	6,143,000
Convertible promissory note – related party, net		5,935,000
Convertible promissory notes, net	653,000	493,000
Note payable		199,000
Operating lease obligations – long-term	508,000	604,000
Deferred revenue – long-term	1,442,000	1,596,000
Other noncurrent liabilities	20,000	20,000
Total liabilities	14,534,000	14,990,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 2,000,000 shares authorized, none outstanding	0	0
Common stock, $0.001 par value; 350,000,000 shares authorized; 11,911,784 issued and outstanding (8,934,952 at December 31, 2020)	12,000	9,000
Additional paid in capital	268,244,000	259,058,000
Accumulated deficit	(260,235,000)	(253,283,000)
Accumulated other comprehensive loss	29,000	16,000
Total ThermoGenesis Holdings, Inc. stockholders’ equity	8,050,000	5,800,000
Noncontrolling interests	(181,000)	70,000
Total equity	7,869,000	5,870,000
Total liabilities and equity	$ 22,403,000	$ 20,860,000

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Accounts receivable, allowance for doubtful accounts	$ 214,000	$ 214,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	2,000,000	2,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	350,000,000	350,000,000
Common stock, shares issued (in shares)	11,911,784	8,934,952
Common stock, shares outstanding (in shares)	11,911,784	8,934,952

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net revenues	$ 2,201,000	$ 2,242,000	$ 3,718,000	$ 5,442,000
Cost of revenues	1,215,000	4,874,000	2,024,000	6,582,000
Gross profit (loss)	986,000	(2,632,000)	1,694,000	(1,140,000)
Expenses:
Selling, general and administrative	3,502,000	1,978,000	5,494,000	4,070,000
Research and development	622,000	578,000	1,001,000	1,187,000
Total operating expenses	4,124,000	2,556,000	6,495,000	5,257,000
Loss from operations	(3,138,000)	(5,188,000)	(4,801,000)	(6,397,000)
Other expenses:
Interest expense	(1,524,000)	(1,314,000)	(3,043,000)	(4,845,000)
Other income (expenses)	(10,000)	(8,000)	(11,000)	(11,000)
Gain on extinguishment of debt			652,000
Total other expense	(1,534,000)	(1,322,000)	(2,402,000)	(4,856,000)
Net loss	(4,672,000)	(6,510,000)	(7,203,000)	(11,253,000)
Loss attributable to noncontrolling interests	(133,000)	(73,000)	(251,000)	(214,000)
Net loss attributable to common stockholders	(4,539,000)	(6,437,000)	(6,952,000)	(11,039,000)
Net loss	(4,672,000)	(6,510,000)	(7,203,000)	(11,253,000)
Other comprehensive loss:
Foreign currency translation adjustments gain (loss)	12,000	1,000	13,000	39,000
Comprehensive loss	(4,660,000)	(6,509,000)	(7,190,000)	(11,214,000)
Comprehensive loss attributable to noncontrolling interests	(133,000)	(73,000)	(251,000)	(214,000)
Comprehensive loss attributable to common stockholders	$ (4,527,000)	$ (6,436,000)	$ (6,939,000)	$ (11,000,000)
Per share data:
Basic and diluted net loss per common share (in dollars per share)	$ (0.38)	$ (1.02)	$ (0.59)	$ (2.11)
Weighted average common shares outstanding – basic and diluted (in shares)	11,911,784	6,315,566	11,679,075	5,230,921

XML

Condensed Consolidated Statements of Equity (Unaudited) - USD ($)	At The Market Offering Agreement [Member] Common Stock [Member]	At The Market Offering Agreement [Member] Additional Paid-in Capital [Member]	At The Market Offering Agreement [Member]	Boyalife Asset Holding II [Member] Common Stock [Member]	Boyalife Asset Holding II [Member] Additional Paid-in Capital [Member]	Boyalife Asset Holding II [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]		Noncontrolling Interest [Member]	Total
Balance (in shares) at Dec. 31, 2019							2,843,601
Balance at Dec. 31, 2019							$ 3,000	$ 237,313,000	$ (236,932,000)	$ 2,000		$ 530,000	$ 916,000
Stock-based compensation expense								67,000					67,000
Issuance of common stock (in shares)							1,050,748
Issuance of common stock							$ 1,000	3,220,000					3,221,000
Foreign currency translation gain (loss)										38,000			38,000
Net loss									(4,602,000)			(141,000)	(4,743,000)
Exercise of pre-funded warrants (in shares)							100,000
Exercise of pre-funded warrants								10,000					10,000
Exercise of warrants (in shares)							7,866
Exercise of warrants								47,000					47,000
Discount due to beneficial conversion features								1,869,000					1,869,000
Conversion of note payable to common stock (in shares)				1,666,670			100,000
Conversion of related party note payable to common stock				$ 2,000	$ 2,998,000	$ 3,000,000		180,000					180,000
Balance (in shares) at Mar. 31, 2020							5,768,885
Balance at Mar. 31, 2020							$ 6,000	245,704,000	(241,534,000)	40,000		389,000	4,605,000
Balance (in shares) at Dec. 31, 2019							2,843,601
Balance at Dec. 31, 2019							$ 3,000	237,313,000	(236,932,000)	2,000		530,000	916,000
Foreign currency translation gain (loss)													39,000
Balance (in shares) at Jun. 30, 2020							6,709,465
Balance at Jun. 30, 2020							$ 7,000	252,937,000	(247,971,000)	41,000		316,000	5,330,000
Balance (in shares) at Mar. 31, 2020							5,768,885
Balance at Mar. 31, 2020							$ 6,000	245,704,000	(241,534,000)	40,000		389,000	4,605,000
Stock-based compensation expense								314,000					314,000
Issuance of common stock (in shares)							344,419
Issuance of common stock								1,993,000					1,993,000
Foreign currency translation gain (loss)										1,000			1,000
Net loss									(6,437,000)			(73,000)	(6,510,000)
Exercise of pre-funded warrants (in shares)							224,445
Exercise of pre-funded warrants								22,000					22,000
Exercise of warrants (in shares)							267,271
Exercise of warrants								1,604,000					1,604,000
Discount due to beneficial conversion features								3,112,000					3,112,000
Conversion of note payable to common stock (in shares)							104,445
Conversion of related party note payable to common stock							$ 1,000	188,000					189,000
Balance (in shares) at Jun. 30, 2020							6,709,465
Balance at Jun. 30, 2020							$ 7,000	252,937,000	(247,971,000)	41,000		316,000	5,330,000
Balance (in shares) at Dec. 31, 2020							8,934,952
Balance at Dec. 31, 2020							$ 9,000	259,058,000	(253,283,000)	16,000	[1]	70,000	5,870,000
Stock-based compensation expense								258,000					258,000
Issuance of common stock (in shares)	2,976,832
Issuance of common stock	$ 3,000	$ 6,829,000	$ 6,832,000
Foreign currency translation gain (loss)										1,000	[1]		1,000
Net loss									(2,413,000)			(118,000)	(2,531,000)
Balance (in shares) at Mar. 31, 2021							11,911,784
Balance at Mar. 31, 2021							$ 12,000	266,145,000	(255,696,000)	17,000	[1]	(48,000)	10,430,000
Balance (in shares) at Dec. 31, 2020							8,934,952
Balance at Dec. 31, 2020							$ 9,000	259,058,000	(253,283,000)	16,000	[1]	70,000	5,870,000
Issuance of common stock (in shares)			2,976,832
Foreign currency translation gain (loss)													13,000
Balance (in shares) at Jun. 30, 2021							11,911,784
Balance at Jun. 30, 2021							$ 12,000	268,244,000	(260,235,000)	29,000	[1]	(181,000)	7,869,000
Balance (in shares) at Mar. 31, 2021							11,911,784
Balance at Mar. 31, 2021							$ 12,000	266,145,000	(255,696,000)	17,000	[1]	(48,000)	10,430,000
Stock-based compensation expense								2,099,000					2,099,000
Foreign currency translation gain (loss)										12,000			12,000
Net loss									(4,539,000)			(133,000)	(4,672,000)
Balance (in shares) at Jun. 30, 2021							11,911,784
Balance at Jun. 30, 2021							$ 12,000	$ 268,244,000	$ (260,235,000)	$ 29,000	[1]	$ (181,000)	$ 7,869,000

[1] Accumulated other comprehensive loss.

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (7,203,000)	$ (11,253,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	320,000	392,000
Stock based compensation expense	2,357,000	381,000
Amortization of debt discount/premium, net	1,815,000	1,257,000
Amortization of accelerated debt discount due to conversion		2,486,000
Reserve for excess and slow-moving inventories	98,000	3,744,000
Loss on disposal of equipment		114,000
Gain on extinguishment of debt	(652,000)
Net change in operating assets and liabilities:
Accounts receivable	140,000	(378,000)
Inventories	(1,042,000)	(5,108,000)
Prepaid expenses and other assets	524,000	(65,000)
Accounts payable	(236,000)	1,812,000
Interest payable - related party	(976,000)	(912,000)
Accrued payroll and related expenses	(4,000)	238,000
Deferred revenue – short-term	294,000	167,000
Other current liabilities	(434,000)	(1,607,000)
Long-term deferred revenue and other noncurrent liabilities	(245,000)	(221,000)
Net cash used in operating activities	(5,244,000)	(8,953,000)
Cash flows from investing activities:
Capital expenditures	(80,000)	(23,000)
Net cash used in investing activities	(80,000)	(23,000)
Cash flows from financing activities:
Proceeds from convertible promissory note-related party		4,287,000
Payments on financing lease obligations		(22,000)
Proceeds from issuance of common stock, net of expenses	6,832,000	5,214,000
Proceeds from exercise of options, warrants and pre-funded warrants		1,683,000
Proceeds from note payable		646,000
Net cash provided by financing activities	6,832,000	11,808,000
Effects of foreign currency rate changes on cash and cash equivalents	(1,000)	(5,000)
Net increase (decrease) in cash, cash equivalents and restricted cash	1,507,000	2,827,000
Cash, cash equivalents and restricted cash at beginning of period	7,161,000	4,157,000
Cash, cash equivalents and restricted cash at end of period	8,668,000	6,984,000
Supplemental disclosures of cash flow information:
Cash paid for interest	$ 2,202,000	2,031,000
Supplemental non-cash financing and investing information:
Recording of beneficial conversion feature on debt		4,981,000
Conversion of Related Party Convertible Promissory Note Into Common Stock [Member]
Supplemental non-cash financing and investing information:
Related party promissory note converted to common stock		3,000,000
Conversion of January 2019 Amended Notes to Common Stock [Member]
Supplemental non-cash financing and investing information:
Related party promissory note converted to common stock		$ 369,000

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Note 1 - Description of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

ThermoGenesis Holdings, Inc. (“ThermoGenesis Holdings,” the “Company,” “we,” “our,” “us”), develops, commercializes and markets a range of automated technologies for CAR-T and other cell-based therapies. The Company currently markets a full suite of solutions for automated clinical biobanking, point-of-care applications, and automation for immuno-oncology, including its semi-automated, functionally closed CAR-TXpress™ platform, which streamlines the manufacturing process for the emerging CAR-T immunotherapy market. The Company was founded in 1986 and is incorporated in the State of Delaware and headquartered in Rancho Cordova, CA.

The Company provides the AutoXpress® and BioArchive® platforms for automated clinical bio-banking, PXP® platform for point-of-care cell-based therapies and CAR-TXpress™ platform for bio-manufacturing for immuno-oncology applications. The Company and its subsidiaries currently manufacture and market the following products:

Clinical Bio-Banking Applications:

● AXP® II Automated Cell Separation System – an automated, fully closed cell separation system for isolating stem and progenitor cells from umbilical cord blood, registered as a U.S. FDA 510(k) medical device.

● BioArchive® Automated Cryopreservation System – an automated, robotic, liquid nitrogen controlled-rate-freezing and cryogenic storage system for cord blood samples and cell therapeutic products used in clinical applications, registered as a U.S. FDA 510(k) medical device.

Point-of-Care Applications:

● PXP® Point-of-Care System – an automated, fully closed, sterile system allows for the rapid, automated processing of autologous peripheral blood or bone marrow aspirate derived stem cells at the point-of-care, such as surgical centers or clinics, registered as a U.S. FDA 510(k) medical device.

● PXP-LAVARE System – an automated, fully closed system that is designed to wash, re-suspend and volume reduce cell suspensions. It allows for volume manipulation, supernatant or media exchange, and cell washing to occur without comprising cell viabilities and maximizing recoveries, registered as a U.S. FDA 510(k) medical device.

● PXP-1000 System – an automated, fully closed system that provides fast, reproducible separation of multiple cellular components from blood with minimal red blood cell contamination, registered as a U.S. FDA 510(k) medical device.

Large Scale Cell Processing and Biomanufacturing:

● X-Series® Products: X-Lab® for cell isolation, X-Wash® System for cell washing and reformulation, X-Mini® for high efficiency small scale cell purification, and X-BACS® System under development for large scale cell purification using our proprietary buoyancy-activated cell sorting (“BACS”) technology.

● CAR-TXpress™ Platform – a modular designed, functionally closed platform that addresses the critical unmet need for large scale cellular processing and chemistry, manufacturing and controls (“CMC”) needs for manufacturing chimeric antigen receptor (“CAR”) T cell therapies. The CAR-TXpress Platform is owned and developed through a subsidiary CAR-TXpress Bio, Inc. (“CARTXpress Bio”) in which the Company owns 80% of the equity interest.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (SEC) rules and regulations and accounting principles applicable for interim periods. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance.

Operating results for the three-month period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in ThermoGenesis Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2020.

Principles of Consolidation

The consolidated financial statements include the accounts of ThermoGenesis Holdings, Inc. and its wholly-owned subsidiaries, ThermoGenesis Corp. and TotipotentRX Cell Therapy, Pvt. Ltd and ThermoGenesis Corp’s majority-owned subsidiary, CARTXpress Bio. All significant intercompany accounts and transactions have been eliminated upon consolidation.

The 20% ownership interest of CARTXpress Bio that is not owned by ThermoGenesis Holdings is accounted for as a non-controlling interest as the Company has an 80% ownership interest in CARTXpress Bio. Earnings or losses attributable to other stockholders of a consolidated affiliated company are classified separately as "non-controlling interest" in the Company's consolidated statements of operations. Net loss attributable to non-controlling interests reflects only its share of the after-tax earnings or losses of an affiliated company. The Company's condensed consolidated balance sheets reflect non-controlling interests within the equity section.

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Note 2 - Going Concern

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

2. GOING CONCERN

At June 30, 2021, the Company had cash and cash equivalents of $8,668,000 and working capital of $4,166,000. The Company has incurred historical losses from operations and expects to continue to incur operating losses in the near future. These recurring losses raise substantial doubt about the Company’s ability to continue as a going concern within one year from the filing of this report. The Company may need to raise additional capital to grow its business, fund operating expenses and make interest payments. The Company’s ability to fund its cash needs is subject to various risks, many of which are beyond its control. The Company may seek additional funding through debt borrowings, sales of debt or equity securities or strategic partnerships. The Company cannot guarantee that such funding will be available on a timely basis, in needed quantities or on terms favorable to the Company, if at all.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

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Note 3 - Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes in the Company’s significant accounting policies to those disclosed in the Company’s Annual Report filed on its Form 10-K for the year ended December 31, 2020.

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The Company was not profitable for the six months ended June 30, 2021 and has a full valuation allowance on all net operating loss (“NOL”) tax carryforwards. As such, the adoption of this standard did not have a material impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. The new guidance clarifies the interaction of accounting for the transition into and out of the equity method and the accounting for measuring certain purchased options and forward contracts to acquire investments. It is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s financial statements.

Revenue Recognition

Revenue is recognized based on the five-step process outlined in Accounting Standards Codification (“ASC”) 606.

The following tables summarize the revenues by product line:

	Three Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,048,000	$	48,000	$	--	$	1,096,000
BioArchive		223,000		326,000		--		549,000
CAR-TXpress		287,000		30,000		72,000		389,000
Manual Disposables		116,000		--		--		116,000
Other		30,000		--		21,000		51,000
Total	$	1,704,000	$	404,000	$	93,000	$	2,201,000

	Six Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,273,000	$	87,000	$	--	$	1,360,000
BioArchive		431,000		868,000		--		1,299,000
CAR-TXpress		542,000		58,000		143,000		743,000
Manual Disposables		245,000		--		--		245,000
Other		37,000		--		34,000		71,000
Total	$	2,528,000	$	1,013,000	$	177,000	$	3,718,000

	Three Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	621,000	$	48,000	$	--	$	669,000
BioArchive		165,000		294,000		--		459,000
CAR-TXpress		550,000		13,000		71,000		634,000
Manual Disposables		198,000		--		--		198,000
Other		238,000		--		44,000		282,000
Total	$	1,772,000	$	355,000	$	115,000	$	2,242,000

	Six Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	2,829,000	$	72,000	$	--	$	2,901,000
BioArchive		329,000		626,000		--		955,000
CAR-TXpress		702,000		25,000		142,000		869,000
Manual Disposables		401,000		--		--		401,000
Other		252,000		--		64,000		316,000
Total	$	4,513,000	$	723,000	$	206,000	$	5,442,000

Contract Balances

Generally, all sales are contract sales (with either an underlying contract or purchase order). The Company does not have any material contract assets. When invoicing occurs prior to revenue recognition, a contract liability is recorded (as deferred revenue on the consolidated balance sheet). Revenues recognized during the three and six months ended June 30, 2021 that were included in the beginning balance of deferred revenue were $130,000 and $403,000, respectively. Short-term deferred revenues increased from $608,000 to $903,000 and long-term deferred revenues decreased from $1,596,000 to $1,442,000 during the six months ended June 30, 2021, respectively.

Exclusivity Fee

On August 30, 2019, the Company entered into a Supply Agreement with Corning Incorporated (the “Supply Agreement”). The Supply Agreement has an initial term of five years with Corning having two options to renew for an additional two-years (up to four years total), unless terminated by either party in accordance with the terms of the Supply Agreement (collectively, the “Term”). Pursuant to the Supply Agreement, the Company has granted Corning exclusive worldwide distribution rights for substantially all X-Series® products under the CAR-TXpress™ platform (the “Products”) manufactured by its subsidiary, ThermoGenesis Corp., for the duration of the Term, subject to certain geographical and other exceptions. In addition to any amounts payable throughout the Term for the Products, as consideration for the exclusive worldwide distribution rights for the Products, Corning paid a $2,000,000 exclusivity fee. For the three and six months ended June 30, 2021 and 2020, the Company recorded revenue related to the exclusivity fee of $72,000 and $143,000, respectively. The remaining balance of the $2,000,000 payment of $1,477,000 was recorded to deferred revenue, with $286,000 in short term deferred revenue and $1,191,000 recorded in long-term deferred revenue.

Backlog of Remaining Customer Performance Obligations

The following table includes revenue expected to be recognized and recorded as sales in the future from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period.

	Remainder of 2021		2022		2023		2024		2025 and beyond		Total
Service revenue	$	690,000	$	886,000	$	412,000	$	151,000	$	85,000	$	2,224,000
Clinical revenue		6,000		13,000		13,000		13,000		160,000		205,000
Exclusivity fee		143,000		286,000		286,000		286,000		476,000		1,477,000
Total	$	839,000	$	1,185,000	$	711,000	$	450,000	$	721,000	$	3,906,000

Revenues are net of normal discounts. Shipping and handling fees billed to customers are included in net revenues, while the related costs are included in cost of revenues.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not have an impact on net loss as previously reported. For the three and six month period ended June 30, 2021, sales and marketing and general and administrative expenses were combined into one line item identified as sales, general and administrative expenses on the Statement of Operations. Additionally, the loss on equity method investments was combined with other income on the Statement of Operations.

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Note 4 - Net Loss Per Share

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Earnings Per Share [Text Block]

4.         NET LOSS PER SHARE

Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding plus the pre-funded warrants. For the purpose of calculating basic net loss per share, the additional shares of common stock that are issuable upon exercise of the pre-funded warrants have been included since the shares are issuable for a negligible consideration and have no vesting or other contingencies associated with them. As of June 30, 2021, all pre-funded warrants previously issued have been exercised and none are currently outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents noted below is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities consisted of the following at June 30:

	2021		2020
Common stock equivalents of convertible promissory note and accrued interest		6,758,897		6,676,112
Vested Series A warrants		--		40,441
Unvested Series A warrants(1)		--		69,853
Warrants – other		653,248		1,006,190
Stock options		386,461		893,349
Total		7,798,606		8,685,945

(1) The unvested Series A warrants were subject to vesting based upon the amount of funds actually received by the Company in the second close of the August 2015 financing which never occurred. The warrants remained outstanding but unvested until they expired in February 2021.

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Note 5 - Related Party Transactions

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

5.   RELATED PARTY TRANSACTIONS

HealthBanks Biotech (USA) Inc.

On November 26, 2019 the Company entered into an agreement with HealthBanks Biotech (USA) Inc. (“HealthBanks”) to form a new company called ImmuneCyte, 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). Under the terms of the agreement, ImmuneCyte was initially owned 80% by HealthBanks and 20% by the Company. Healthbanks is a subsidiary of the Boyalife Group (USA), Inc. which is owned by Dr. Xiaochun (Chris) Xu, the Company’s Chief Executive Officer and Chairman of our Board of Directors. Due to 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 September 30, 2020, ImmuneCyte closed on a series of investments with a private institution and qualified investors. After the investments, 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 the transaction and noted that none of the factors supporting significant influence changed as a result of the acquisition. Therefore, it was concluded that significant influence remains and the Company will 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 acquistion, the Company had accumulated losses of $428,000 in its investment in ImmuneCyte. As the accumulated losses were greater than the dilution gain, no entry was recorded by the Company for its investment in ImmuneCyte for the quarter ended March 31, 2021.

As of June 30, 2021, the value of the Company’s investment in ImmuneCyte on its Balance Sheet is $0. For the quarter ended June 30, 2021, ImmuneCyte had a net income of $599,000, its current assets were $3,753,000 and current liabilities were $2,013,000.

Convertible Promissory Note and Revolving Credit Agreement

In March 2017, ThermoGenesis Holdings entered into a Credit Agreement with Boyalife Asset Holding II, Inc. (the “Lender”). The Lender is a wholly owned subsidiary of the Boyalife Group (USA), Inc., which is owned and controlled by the Company’s Chief Executive Officer and Chairman of our Board of Directors. The Credit Agreement, 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”). As of June 30, 2021 and December 31, 2020, the Company had an outstanding principal balance on the Loan of $10,000,000.

The Credit Agreement and the Convertible Promissory Note issued thereunder (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. In January 2021, the Company paid the Lender, the interest due as of December 31, 2020 in the amount of $2,082,000. The Note can be prepaid in whole or in part by the Company at any time without penalty.

The Credit Agreement and Note were amended in April 2018, granting the Lender the right to convert, at any time, outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $16.10 per share. The amendment included a down-round provision that lowered the conversion price if the Company issues shares of common stock at a lower price per share, the conversion price of the Note is lowered to that amount. The Company completed a transaction in 2018, which lowered the conversion price to $1.80.

The following summarizes the Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Remaining Debt Discount			Carrying Value
At June 30, 2021	3/6/2022		22	%	$	1.80	$	10,000,000	$	(2,410,000	)	$	7,590,000
At December 31, 2020	3/6/2022		22	%	$	1.80	$	10,000,000	$	(4,065,000	)	$	5,935,000

The Company amortized $827,000 and $1,655,000 of debt discount to interest expense for the three and six months ended June 30, 2021 and $729,000 and $1,276,000 for the three and six months ended June 30 2020, respectively. In addition to the amortization, the Company also recorded interest expense of $556,000 and $1,106,000 for the three and six months ended June 30, 2021 and $515,000 and $957,000 for the three and six months ended June 30 2020, respectively. The interest payable balance as of June 30, 2021 and December 31, 2020 was $1,106,000 and $2,082,000, respectively.

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Note 6 - Convertible Promissory Note

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Debt Disclosure [Text Block]

6.  CONVERTIBLE PROMISSORY NOTE

July 2019 Note

On July 23, 2019, the Company entered into a private placement with the Accredited Investor, pursuant to which the Company issued and sold to such investor an unsecured convertible promissory note in the original principal amount of $1,000,000 (the “July 2019 Note”). The July 2019 Note is convertible into shares of the Company's common stock at a conversion price equal to the lower of (a) $1.80 per share or (b) 90% of the closing sale price of the Company’s common stock on the date of conversion (subject to a floor conversion price of $0.50). The July 2019 Note bears interest at the rate of twenty-four percent (24%) per annum and is payable quarterly in arrears. Unless sooner converted in the manner described below, all principal under the July 2019 Note, together with all accrued and unpaid interest thereupon, will be due and payable three years from the date of the issuance on July 31, 2022.

The following summarizes the July 2019 Note:

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Remaining Debt Discount			Carrying Value
At June 30, 2021	7/31/2022		24	%	$	1.80	$	1,000,000	$	(347,000	)	$	653,000
At December 31, 2020	7/31/2022		24	%	$	1.80	$	1,000,000	$	(507,000	)	$	493,000

The Company recorded amortization expense for the debt discount on the July 2019 Note for the three and six months ended June 30, 2021 of $80,000 and $161,000, respectively; and $27,000 for the three and six months ended June 30, 2020. Interest expense related to the July 2019 Note was $60,000 and $120,000 for the three and six months ended June 30, 2021 and 2020.

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Note 7 - Leases

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

7.     LEASES

The Company leases an approximately 28,000 square foot facility located in Rancho Cordova, California for its corporate offices and in-house manufacturing. The lease was renewed in the first quarter of 2019 and is accounted for as an operating lease. The lease expires in May 2024.

Operating Leases

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we use the Company’s cost of capital based on existing debt instruments. Our material leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term.

The following summarizes the Company’s operating leases:

	June 30, 2021			December 31, 2020
Right-of-use operating lease assets, net	$	654,000		$	730,000
Current lease liability (included in other current liabilities)		180,000			157,000
Non-current lease liability		508,000			604,000
Weighted average remaining lease term		2.9			3.4
Discount rate		22	%		22	%

Maturities of lease liabilities by year for our operating leases are as follows:

2021 (Remaining)	$	157,000
2022		319,000
2023		328,000
2024		139,000
Total lease payments	$	943,000
Less: imputed interest		(255,000	)
Present value of operating lease liabilities	$	688,000

Statement of Cash Flows

In January 2019, the Company signed an amendment to its Rancho Cordova, California lease. The amendment was accounted for as a modification and resulted in a right-of-use asset of $966,000 being recognized as a non-cash addition on the date of the amendment. Cash paid for amounts included in the measurement of operating lease liabilities included in cash flow from operating activities was $77,000 and $153,000 for the three and six months ended June 30, 2021 and $75,000 and $149,000 for the three and six months ended June 30, 2020, respectively.

Operating Lease Costs

Operating lease costs were $110,000 and $219,000 for the three and six months ended June 30, 2021 and $105,000 and $208,000 for the three and six months ended June 30, 2020, respectively. These costs are primarily related to long-term operating leases, but also include amounts for variable lease costs, as well as immaterial and short-term leases.

Finance Leases

Finance leases are included in equipment and other current and non-current liabilities on the condensed consolidated balance sheet. The amortization and interest expense are included in general and administrative expense and interest expense, respectively on the statement of operations. These leases were not material for the three and six months ended June 30, 2021 and 2020.

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Note 8 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

8.       COMMITMENTS AND CONTINGENCIES

Contingencies

In the normal course of operations, the Company may have disagreements or disputes with customers, employees or vendors. Such potential disputes are seen by management as a normal part of business. As of June 30, 2021, except as disclosed, management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s condensed consolidated financial position, operating results or cash flows.

Financial Covenants

On July 13, 2020, the Company, entered into a Manufacturing and Supply Amending Agreement #2 with CBR Systems, Inc. (“CBR”) with an effective date of July 13, 2020 (the “Amendment”). The Amendment amends the Manufacturing and Supply Agreement entered into on May 15, 2017 and Amendment #1 dated March 16, 2020 by the Company and CBR. The Amendment, among other things, revised the amount of certain products to be purchased, pricing of those products and removal of the safety stock requirement. In addition, the Amendment updated the financial requirement to exclude convertible debt from the definition of short-term debt under events or conditions that constitute a default. The Amendment states that the Company’s cash balance and short-term investments net of non-convertible debt and borrowed funds that are payable within one year must be greater than $1,000,000 at any month end. The Company was in compliance with this agreement as of June 30, 2021.

Warranty

The Company offers a warranty on all of its non-disposable products of one to two years. The Company warrants disposable products through their expiration date. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

The warranty liability is included in other current liabilities in the unaudited condensed consolidated balance sheets. The change in the warranty liability for the six months ended June 30, 2021 is summarized in the following table:

Balance at December 31, 2020	$	154,000
Warranties issued during the period		21,000
Settlements made during the period		(75,000	)
Changes in liability for pre-existing warranties during the period		--
Balance at June 30, 2021	$	100,000

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Note 9 - Payment Protection Program

6 Months Ended

Jun. 30, 2021

Paycheck Protection Program CARES Act [Member]

Notes to Financial Statements

Long-term Debt [Text Block]

9.    PAYMENT PROTECTION PROGRAM

On April 21, 2020, the Company entered into a promissory note and received a Paycheck Protection Program loan “PPP Loan” from the Small Business Association “SBA”, which was established under the CARES Act. The Company received net proceeds of $646,000 from the PPP Loan. The term of the PPP Loan is two years with an interest rate of 1.00% per annum, which was deferred for the first six months of the term of the loan or after an application is filed for loan forgiveness, whichever is later. Each monthly payment shall be in the amount which would fully amortize the principal balance outstanding under the PPP Loan. Pursuant to the terms of the CARES Act, the proceeds of the PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs. The promissory note of the PPP Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of the amount outstanding under the PPP Loan. In late December 2020, the Company applied with the SBA for forgiveness of the PPP Loan and was notified on March 30, 2021 that the SBA had approved our application to forgive the entire amount of the loan and accrued interest. For the six months ended June 30, 2021, the Company recorded a gain on extinguishment of debt of $652,000 representing the principal and accrued interest for the PPP Loan at the time of forgiveness.

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Note 10 - Stockholders' Equity

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

10.   STOCKHOLDERS’ EQUITY

Common Stock

On 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 the Company’s common stock, having an aggregate offering price of up to $4,400,000 and on May 19, 2020 the ATM Agreement was amended to increase the aggregate value of up to $15,280,313 (the “HCW Shares”). As of June 30, 2021, the Company sold a total of 5,597,484 shares of the Company’s common stock for aggregate gross proceeds of $15,280,000 at an average selling price of $2.73 per share, resulting in net proceeds of approximately $14,568,000 after deducting legal expenses, audit fees, commissions and other transaction costs of approximately $712,000. For the six months ended June 30, 2021, the Company sold 2,976,832 shares of common stock for net proceeds of $6,832,000 after deducting $224,000 in commissions and other transaction costs.

Stock Based Compensation

In May 2021, five Company executives voluntarily surrendered the options they were awarded in June 2020.  At the time they were surrendered, the exercise price of the options was underwater.  No payment or other consideration was paid to the Company executives for surrendering the options.  In total 490,000 options were cancelled.  As a result of the cancellation, the remaining unamortized expense of $2,008,000 was accelerated and recorded in the three months ended June 30, 2021. 

The Company recorded stock-based compensation of $2,099,000 and $2,357,000 for the three and six months ended June 30, 2021, and $314,000 and $381,000 for the three and six months ended June 30, 2020, respectively, as comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Cost of revenues	$	5,000	$	2,000	$	10,000	$	2,000
Selling, general and administrative		1,914,000		291,000		2,130,000		343,000
Research and development		180,000		21,000		217,000		36,000
	$	2,099,000	$	314,000	$	2,357,000	$	381,000

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 December 31, 2020		889,636	$	8.57
Cancelled / Forfeited		503,050
Outstanding at June 30, 2021		386,461	$	11.88		7.4	$	--
Vested and expected to vest at June 30, 2021		335,786	$	9.15		7.3	$	--
Exercisable at June 30, 2021		244,211	$	10.31		7.1	$	--

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 no options exercised during the six months ended June 30, 2021.

Warrants

A summary of warrant activity for the six months ended June 30, 2021 is as follows:

	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted- Average Remaining Contract Term
Balance at December 31, 2020		1,116,484	$	37.27		0.49
Warrants expired		463,236
Warrants exercised		--	$	--
Outstanding at June 30, 2021		653,248	$	6.97		1.90
Exercisable at June 30, 2021		653,248	$	6.97		1.90

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Note 11 - Major Customers and Accounts Receivable

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

11.    MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable as follows:

For net revenues, one customer accounted for 18% and 0%, a second customer accounted for 16% and 1%, a third customer accounted for 11% and 25% and a fourth customer accounted for 0% and 18% for the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, one customer accounted for 13% and 14%, a second customer accounted for 11% and 1%, while a third customer accounted for 11% and 30% of net revenues, respectively.

At June 30, 2021, four customers accounted for 68% of accounts receivable. At December 31, 2020, three customers accounted for 72% of accounts receivable.

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Note 12 - Subsequent Events

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Subsequent Events [Text Block]

12.    SUBSEQUENT EVENTS

The Company has evaluated events subsequent to June 30, 2021 through the date of this filing and determined that no subsequent events have occurred that would require recognition or disclosure in the unaudited condensed consolidated financial statements.

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The Company was not profitable for the six months ended June 30, 2021 and has a full valuation allowance on all net operating loss (“NOL”) tax carryforwards. As such, the adoption of this standard did not have a material impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. The new guidance clarifies the interaction of accounting for the transition into and out of the equity method and the accounting for measuring certain purchased options and forward contracts to acquire investments. It is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s financial statements.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

Revenue is recognized based on the five-step process outlined in Accounting Standards Codification (“ASC”) 606.

The following tables summarize the revenues by product line:

	Three Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,048,000	$	48,000	$	--	$	1,096,000
BioArchive		223,000		326,000		--		549,000
CAR-TXpress		287,000		30,000		72,000		389,000
Manual Disposables		116,000		--		--		116,000
Other		30,000		--		21,000		51,000
Total	$	1,704,000	$	404,000	$	93,000	$	2,201,000

	Six Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,273,000	$	87,000	$	--	$	1,360,000
BioArchive		431,000		868,000		--		1,299,000
CAR-TXpress		542,000		58,000		143,000		743,000
Manual Disposables		245,000		--		--		245,000
Other		37,000		--		34,000		71,000
Total	$	2,528,000	$	1,013,000	$	177,000	$	3,718,000

	Three Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	621,000	$	48,000	$	--	$	669,000
BioArchive		165,000		294,000		--		459,000
CAR-TXpress		550,000		13,000		71,000		634,000
Manual Disposables		198,000		--		--		198,000
Other		238,000		--		44,000		282,000
Total	$	1,772,000	$	355,000	$	115,000	$	2,242,000

	Six Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	2,829,000	$	72,000	$	--	$	2,901,000
BioArchive		329,000		626,000		--		955,000
CAR-TXpress		702,000		25,000		142,000		869,000
Manual Disposables		401,000		--		--		401,000
Other		252,000		--		64,000		316,000
Total	$	4,513,000	$	723,000	$	206,000	$	5,442,000

Contract Balances

Generally, all sales are contract sales (with either an underlying contract or purchase order). The Company does not have any material contract assets. When invoicing occurs prior to revenue recognition, a contract liability is recorded (as deferred revenue on the consolidated balance sheet). Revenues recognized during the three and six months ended June 30, 2021 that were included in the beginning balance of deferred revenue were $130,000 and $403,000, respectively. Short-term deferred revenues increased from $608,000 to $903,000 and long-term deferred revenues decreased from $1,596,000 to $1,442,000 during the six months ended June 30, 2021, respectively.

Exclusivity Fee

On August 30, 2019, the Company entered into a Supply Agreement with Corning Incorporated (the “Supply Agreement”). The Supply Agreement has an initial term of five years with Corning having two options to renew for an additional two-years (up to four years total), unless terminated by either party in accordance with the terms of the Supply Agreement (collectively, the “Term”). Pursuant to the Supply Agreement, the Company has granted Corning exclusive worldwide distribution rights for substantially all X-Series® products under the CAR-TXpress™ platform (the “Products”) manufactured by its subsidiary, ThermoGenesis Corp., for the duration of the Term, subject to certain geographical and other exceptions. In addition to any amounts payable throughout the Term for the Products, as consideration for the exclusive worldwide distribution rights for the Products, Corning paid a $2,000,000 exclusivity fee. For the three and six months ended June 30, 2021 and 2020, the Company recorded revenue related to the exclusivity fee of $72,000 and $143,000, respectively. The remaining balance of the $2,000,000 payment of $1,477,000 was recorded to deferred revenue, with $286,000 in short term deferred revenue and $1,191,000 recorded in long-term deferred revenue.

Backlog of Remaining Customer Performance Obligations

The following table includes revenue expected to be recognized and recorded as sales in the future from the backlog of performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period.

	Remainder of 2021		2022		2023		2024		2025 and beyond		Total
Service revenue	$	690,000	$	886,000	$	412,000	$	151,000	$	85,000	$	2,224,000
Clinical revenue		6,000		13,000		13,000		13,000		160,000		205,000
Exclusivity fee		143,000		286,000		286,000		286,000		476,000		1,477,000
Total	$	839,000	$	1,185,000	$	711,000	$	450,000	$	721,000	$	3,906,000

Revenues are net of normal discounts. Shipping and handling fees billed to customers are included in net revenues, while the related costs are included in cost of revenues.

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not have an impact on net loss as previously reported. For the three and six month period ended June 30, 2021, sales and marketing and general and administrative expenses were combined into one line item identified as sales, general and administrative expenses on the Statement of Operations. Additionally, the loss on equity method investments was combined with other income on the Statement of Operations.

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Note 3 - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,048,000	$	48,000	$	--	$	1,096,000
BioArchive		223,000		326,000		--		549,000
CAR-TXpress		287,000		30,000		72,000		389,000
Manual Disposables		116,000		--		--		116,000
Other		30,000		--		21,000		51,000
Total	$	1,704,000	$	404,000	$	93,000	$	2,201,000

	Six Months Ended June 30, 2021
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	1,273,000	$	87,000	$	--	$	1,360,000
BioArchive		431,000		868,000		--		1,299,000
CAR-TXpress		542,000		58,000		143,000		743,000
Manual Disposables		245,000		--		--		245,000
Other		37,000		--		34,000		71,000
Total	$	2,528,000	$	1,013,000	$	177,000	$	3,718,000

	Three Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	621,000	$	48,000	$	--	$	669,000
BioArchive		165,000		294,000		--		459,000
CAR-TXpress		550,000		13,000		71,000		634,000
Manual Disposables		198,000		--		--		198,000
Other		238,000		--		44,000		282,000
Total	$	1,772,000	$	355,000	$	115,000	$	2,242,000

	Six Months Ended June 30, 2020
	Device Revenue		Service Revenue		Other Revenue		Total Revenue
AXP	$	2,829,000	$	72,000	$	--	$	2,901,000
BioArchive		329,000		626,000		--		955,000
CAR-TXpress		702,000		25,000		142,000		869,000
Manual Disposables		401,000		--		--		401,000
Other		252,000		--		64,000		316,000
Total	$	4,513,000	$	723,000	$	206,000	$	5,442,000

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block]

	Remainder of 2021		2022		2023		2024		2025 and beyond		Total
Service revenue	$	690,000	$	886,000	$	412,000	$	151,000	$	85,000	$	2,224,000
Clinical revenue		6,000		13,000		13,000		13,000		160,000		205,000
Exclusivity fee		143,000		286,000		286,000		286,000		476,000		1,477,000
Total	$	839,000	$	1,185,000	$	711,000	$	450,000	$	721,000	$	3,906,000

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Note 4 - Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	2021		2020
Common stock equivalents of convertible promissory note and accrued interest		6,758,897		6,676,112
Vested Series A warrants		--		40,441
Unvested Series A warrants(1)		--		69,853
Warrants – other		653,248		1,006,190
Stock options		386,461		893,349
Total		7,798,606		8,685,945

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Note 5 - Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Schedule of Related Party Transactions [Table Text Block]

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Remaining Debt Discount			Carrying Value
At June 30, 2021	3/6/2022		22	%	$	1.80	$	10,000,000	$	(2,410,000	)	$	7,590,000
At December 31, 2020	3/6/2022		22	%	$	1.80	$	10,000,000	$	(4,065,000	)	$	5,935,000

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Note 6 - Convertible Promissory Note (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Convertible Debt [Table Text Block]

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Remaining Debt Discount			Carrying Value
At June 30, 2021	7/31/2022		24	%	$	1.80	$	1,000,000	$	(347,000	)	$	653,000
At December 31, 2020	7/31/2022		24	%	$	1.80	$	1,000,000	$	(507,000	)	$	493,000

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Note 7 - Leases (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Lease, Cost [Table Text Block]

	June 30, 2021			December 31, 2020
Right-of-use operating lease assets, net	$	654,000		$	730,000
Current lease liability (included in other current liabilities)		180,000			157,000
Non-current lease liability		508,000			604,000
Weighted average remaining lease term		2.9			3.4
Discount rate		22	%		22	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

2021 (Remaining)	$	157,000
2022		319,000
2023		328,000
2024		139,000
Total lease payments	$	943,000
Less: imputed interest		(255,000	)
Present value of operating lease liabilities	$	688,000

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Note 8 - Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Schedule of Product Warranty Liability [Table Text Block]

Balance at December 31, 2020	$	154,000
Warranties issued during the period		21,000
Settlements made during the period		(75,000	)
Changes in liability for pre-existing warranties during the period		--
Balance at June 30, 2021	$	100,000

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Note 10 - Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Cost of revenues	$	5,000	$	2,000	$	10,000	$	2,000
Selling, general and administrative		1,914,000		291,000		2,130,000		343,000
Research and development		180,000		21,000		217,000		36,000
	$	2,099,000	$	314,000	$	2,357,000	$	381,000

Share-based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2020		889,636	$	8.57
Cancelled / Forfeited		503,050
Outstanding at June 30, 2021		386,461	$	11.88		7.4	$	--
Vested and expected to vest at June 30, 2021		335,786	$	9.15		7.3	$	--
Exercisable at June 30, 2021		244,211	$	10.31		7.1	$	--

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted- Average Remaining Contract Term
Balance at December 31, 2020		1,116,484	$	37.27		0.49
Warrants expired		463,236
Warrants exercised		--	$	--
Outstanding at June 30, 2021		653,248	$	6.97		1.90
Exercisable at June 30, 2021		653,248	$	6.97		1.90

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Note 1 - Description of Business and Basis of Presentation (Details Textual) - CAR-TXpress [Member]	Jun. 30, 2021
Noncontrolling Interest, Ownership Percentage by Parent	80.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	20.00%

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Note 2 - Going Concern (Details Textual) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents, at Carrying Value, Ending Balance	$ 8,668,000	$ 7,161,000
Working Capital	$ 4,166,000

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Note 3 - Summary of Significant Accounting Policies (Details Textual)		3 Months Ended		6 Months Ended
	Aug. 30, 2019 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Contract with Customer, Liability, Revenue Recognized		$ 130,000	$ 403,000
Contract with Customer, Liability, Current		903,000		$ 903,000	$ 608,000
Contract with Customer, Liability, Noncurrent		1,442,000		1,442,000	$ 1,596,000
Exclusivity Fee [Member]
Contract with Customer, Liability, Revenue Recognized		72,000	$ 143,000
Contract with Customer, Liability, Current		286,000		286,000
Contract with Customer, Liability, Noncurrent		1,191,000		1,191,000
Contract with Customer, Liability, Total	$ 2,000,000	$ 1,477,000		1,477,000
Proceeds from Customers				$ 2,000,000
Supply Agreement [Member]
Supply Agreement, Term (Year)	5 years
Supply Agreement, Renewal Term, Number of Options	2
Supply Agreement, Renewal Term, Per Option (Year)	2 years
Supply Agreement [Member] | Maximum [Member]
Supply Agreement, Renewal Term (Year)	4 years

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Note 3 - Summary of Significant Accounting Policies - Revenues (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net revenues	$ 2,201,000	$ 2,242,000	$ 3,718,000	$ 5,442,000
Device [Member] | AXP [Member]
Net revenues	1,096,000	669,000	1,360,000	2,901,000
Device [Member] | BioArchive [Member]
Net revenues	549,000	459,000	1,299,000	955,000
Device [Member] | CAR-TXpress [Member]
Net revenues	389,000	634,000	743,000	869,000
Device [Member] | Manual Disposables [Member]
Net revenues	116,000	198,000	245,000	401,000
Device [Member] | Other Subsegments [Member]
Net revenues	51,000	282,000	71,000	316,000
Device Revenue [Member]
Net revenues	1,704,000	1,772,000	2,528,000	4,513,000
Device Revenue [Member] | Device [Member] | AXP [Member]
Net revenues	1,048,000	621,000	1,273,000	2,829,000
Device Revenue [Member] | Device [Member] | BioArchive [Member]
Net revenues	223,000	165,000	431,000	329,000
Device Revenue [Member] | Device [Member] | CAR-TXpress [Member]
Net revenues	287,000	550,000	542,000	702,000
Device Revenue [Member] | Device [Member] | Manual Disposables [Member]
Net revenues	116,000	198,000	245,000	401,000
Device Revenue [Member] | Device [Member] | Other Subsegments [Member]
Net revenues	30,000	238,000	37,000	252,000
Service [Member]
Net revenues	404,000	355,000	1,013,000	723,000
Service [Member] | Device [Member] | AXP [Member]
Net revenues	48,000	48,000	87,000	72,000
Service [Member] | Device [Member] | BioArchive [Member]
Net revenues	326,000	294,000	868,000	626,000
Service [Member] | Device [Member] | CAR-TXpress [Member]
Net revenues	30,000	13,000	58,000	25,000
Other [Member]
Net revenues	93,000	115,000	177,000	206,000
Other [Member] | Device [Member] | CAR-TXpress [Member]
Net revenues	72,000	71,000	143,000	142,000
Other [Member] | Device [Member] | Other Subsegments [Member]
Net revenues	$ 21,000	$ 44,000	$ 34,000	$ 64,000

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Note 3 - Summary of Significant Accounting Policies - Remaining Performance Obligations (Details)	Jun. 30, 2021 USD ($)
Revenue, Remaining Performance Obligation, Amount	$ 3,906,000
Service [Member]
Revenue, Remaining Performance Obligation, Amount	2,224,000
Clinical Revenue [Member]
Revenue, Remaining Performance Obligation, Amount	205,000
Exclusivity Fee [Member]
Revenue, Remaining Performance Obligation, Amount	$ 1,477,000

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Note 3 - Summary of Significant Accounting Policies - Remaining Performance Obligations 2 (Details)	Jun. 30, 2021 USD ($)
Revenue, Remaining Performance Obligation, Amount	$ 3,906,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	6 months
Revenue, Remaining Performance Obligation, Amount	$ 839,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 1,185,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 711,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 450,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 721,000
Service [Member]
Revenue, Remaining Performance Obligation, Amount	$ 2,224,000
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	6 months
Revenue, Remaining Performance Obligation, Amount	$ 690,000
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 886,000
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 412,000
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 151,000
Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 85,000
Clinical Revenue [Member]
Revenue, Remaining Performance Obligation, Amount	$ 205,000
Clinical Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	6 months
Revenue, Remaining Performance Obligation, Amount	$ 6,000
Clinical Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 13,000
Clinical Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 13,000
Clinical Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 13,000
Clinical Revenue [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 160,000
Exclusivity Fee [Member]
Revenue, Remaining Performance Obligation, Amount	$ 1,477,000
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	6 months
Revenue, Remaining Performance Obligation, Amount	$ 143,000
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 286,000
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 286,000
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 286,000
Exclusivity Fee [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Year)	1 year
Revenue, Remaining Performance Obligation, Amount	$ 476,000

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Note 4 - Net Loss Per Share - Anti-dilutive Securities (Details) - shares		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020
Anti-dilutive securities (in shares)		7,798,606	8,685,945
Convertible Debt Securities [Member]
Anti-dilutive securities (in shares)		6,758,897	6,676,112
Vested Series A Warrants [Member]
Anti-dilutive securities (in shares)			40,441
Unvested Series A Warrants [Member]
Anti-dilutive securities (in shares)	[1]		69,853
Warrant, Other [Member]
Anti-dilutive securities (in shares)		653,248	1,006,190
Share-based Payment Arrangement, Option [Member]
Anti-dilutive securities (in shares)		386,461	893,349

[1] The unvested Series A warrants were subject to vesting based upon the amount of funds actually received by the Company in the second close of the August 2015 financing which never occurred. The warrants remained outstanding but unvested until they expired in February 2021.

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Note 5 - Related Party Transactions (Details Textual) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Mar. 17, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2020	Dec. 31, 2020	Sep. 30, 2020	Apr. 28, 2020	Nov. 26, 2019	Dec. 31, 2018	Apr. 16, 2018	Mar. 31, 2017
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total		$ (4,672,000)		$ (6,510,000)	$ (7,203,000)		$ (11,253,000)
Assets, Current, Total		16,077,000			16,077,000			$ 15,298,000
Liabilities, Current, Total		$ 11,911,000			11,911,000			$ 6,143,000
Interest Paid, Excluding Capitalized Interest, Operating Activities					2,202,000		2,031,000
Amortization of Debt Discount (Premium)					$ 1,815,000		1,257,000
Boyalife Asset Holding II [Member] | Convertible Debt [Member]
Debt Instrument, Interest Rate, Stated Percentage		22.00%			22.00%			22.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share)		$ 1.80			$ 1.80			$ 1.80				$ 1.80	$ 16.10
Boyalife Asset Holding II [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity														$ 10,000,000
Long-term Line of Credit, Total										$ 10,000,000
Debt Instrument, Interest Rate, Stated Percentage								22.00%
Interest Paid, Excluding Capitalized Interest, Operating Activities			$ 2,082,000
Amortization of Debt Discount (Premium)		$ 827,000		729,000	$ 1,655,000		$ 1,276,000
Interest Expense, Debt, Excluding Amortization		556,000		$ 515,000	1,106,000	$ 957,000
Interest Payable		$ 1,106,000			$ 1,106,000			$ 2,082,000
ImmuneCyte and Shangai KDWinfo Technology Co. Ltd. [Member] | Boyalife’s Cellular Therapy Division [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	12,000,000
ImmuneCyte [Member] | Boyalife’s Cellular Therapy Division [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	500,000
ImmuneCyte [Member]
Equity Method Investment, Ownership Percentage		8.64%			8.64%				18.79%		20.00%
Dilution Gain from Equity Method Investments					$ 262,000
Equity Method Investment Accumulated Gain Loss					(428,000)
Income (Loss) from Equity Method Investments, Total					0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total					599,000
Assets, Current, Total		$ 3,753,000			3,753,000
Liabilities, Current, Total		$ 2,013,000			$ 2,013,000
ImmuneCyte [Member] | HealthBanks Biotech [Member]
Equity Method Investment, Ownership Percentage									75.16%		80.00%
ImmuneCyte [Member] | Private Institution [Member]
Equity Method Investment, Ownership Percentage									6.05%

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Note 5 - Related Party Transactions - Summarizes the Note (Details) - Boyalife Asset Holding II [Member] - Convertible Debt [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2018	Apr. 16, 2018
Debt Instrument, Maturity Date	Mar. 06, 2022	Mar. 06, 2022
State interest rate	22.00%	22.00%
Conversion price (in dollars per share)	$ 1.80	$ 1.80	$ 1.80	$ 16.10
Face value	$ 10,000,000	$ 10,000,000
Remaining debt discount	(2,410,000)	(4,065,000)
Carrying Value	$ 7,590,000	$ 5,935,000

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Note 6 - Convertible Promissory Note (Details Textual) - USD ($)		3 Months Ended		6 Months Ended
	Jul. 23, 2019	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Amortization of Debt Discount (Premium)				$ 1,815,000	$ 1,257,000
Convertible Debt [Member] | The July 2019 Note [Member]
Debt Instrument, Face Amount	$ 1,000,000	$ 1,000,000		$ 1,000,000		$ 1,000,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)		$ 1.80		$ 1.80		$ 1.80
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger	90.00%
Debt Instrument, Interest Rate, Stated Percentage	24.00%	24.00%		24.00%		24.00%
Amortization of Debt Discount (Premium)		$ 80,000	$ 27,000	$ 161,000	27,000
Interest Expense, Debt, Total		$ 60,000	$ 60,000	$ 120,000	$ 120,000
Convertible Debt [Member] | The July 2019 Note [Member] | Maximum [Member]
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 1.80
Convertible Debt [Member] | The July 2019 Note [Member] | Minimum [Member]
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 0.50

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Note 6 - Convertible Promissory Note - Convertible Promissory Note (Details) - Convertible Debt [Member] - The July 2019 Note [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Jul. 23, 2019
Maturity Date	Jul. 31, 2022	Jul. 31, 2022
Stated Interest Rate	24.00%	24.00%	24.00%
Conversion Price (in dollars per share)	$ 1.80	$ 1.80
Face Value	$ 1,000,000	$ 1,000,000	$ 1,000,000
Remaining debt discount	(347,000)	(507,000)
Carrying Value	$ 653,000	$ 493,000

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Note 7 - Leases (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Jan. 01, 2019
Operating Lease, Right-of-Use Asset	$ 654,000		$ 654,000		$ 730,000
Operating Lease, Payments	77,000	$ 75,000	153,000	$ 149,000
Operating Lease, Cost	$ 110,000	$ 105,000	$ 219,000	$ 208,000
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset						$ 966,000

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Note 7 - Leases - Lease Information (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Right-of-use operating lease assets, net	$ 654,000	$ 730,000
Non-current lease liability	$ 508,000	$ 604,000
Weighted average remaining lease term (Year)	2 years 10 months 24 days	3 years 4 months 24 days
Discount rate	22.00%	22.00%
Current Liabilities [Member]
Current lease liability (included in other current liabilities)	$ 180,000	$ 157,000

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Note 7 - Leases - Maturities of Lease Liabilities (Details)	Jun. 30, 2021 USD ($)
2021 (Remaining)	$ 157,000
2022	319,000
2023	328,000
2024	139,000
Total lease payments	943,000
Less: imputed interest	(255,000)
Present value of operating lease liabilities	$ 688,000

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Note 8 - Commitments and Contingencies (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jul. 13, 2020
Short Term Investment Minimum		$ 1,000,000
Minimum [Member]
Period Of Warranty On Products (Year)	1 year
Maximum [Member]
Period Of Warranty On Products (Year)	2 years

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Note 8 - Commitments and Contingencies - Changes in Product Liability Included in Accrued Liabilities (Details)	6 Months Ended
	Jun. 30, 2021 USD ($)
Balance	$ 154,000
Warranties issued during the period	21,000
Settlements made during the period	(75,000)
Balance	$ 100,000

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Note 9 - Payment Protection Program (Details Textual) - USD ($)		6 Months Ended
	Apr. 21, 2020	Jun. 30, 2021
Gain (Loss) on Extinguishment of Debt, Total		$ 652,000
Paycheck Protection Program CARES Act [Member]
Proceeds from Issuance of Long-term Debt, Total	$ 646,000
Gain (Loss) on Extinguishment of Debt, Total		$ 652,000

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Note 10 - Stockholders' Equity (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended	19 Months Ended
	May 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Jun. 30, 2021	May 19, 2020	Dec. 13, 2019
Proceeds from Issuance of Common Stock, Net				$ 6,832,000	$ 5,214,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in shares)						503,050
Share-based Payment Arrangement, Expense		$ 2,099,000	$ 314,000	$ 2,357,000	$ 381,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)				0
Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in shares)	490,000
Executive Officer [Member] | Share-based Payment Arrangement, Option [Member]
Share-based Payment Arrangement, Accelerated Cost		$ 2,008,000
At The Market Offering Agreement [Member]
Maximum Offering Price for Issuance of Common Stock								$ 15,280,313	$ 4,400,000
Stock Issued During Period, Shares, New Issues (in shares)				2,976,832			5,597,484
Proceeds from Issuance of Common Stock							$ 15,280,000
Shares Issued, Price Per Share (in dollars per share)		$ 2.73		$ 2.73			$ 2.73
Proceeds from Issuance of Common Stock, Net				$ 6,832,000			$ 14,568,000
Payments of Stock Issuance Costs				$ 224,000			$ 712,000

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Note 10 - Stockholders' Equity - Stock-based Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Stock-based compensation	$ 2,099,000	$ 314,000	$ 2,357,000	$ 381,000
Cost of Sales [Member]
Stock-based compensation	5,000	2,000	10,000	2,000
Selling, General and Administrative Expenses [Member]
Stock-based compensation	1,914,000	291,000	2,130,000	343,000
Research and Development Expense [Member]
Stock-based compensation	$ 180,000	$ 21,000	$ 217,000	$ 36,000

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Note 10 - Stockholders' Equity - Option Activity for Stock Option Plans (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Outstanding, options (in shares)	889,636
Outstanding, weighted average exercise price, options (in dollars per share)	$ 8.57
Cancelled / Forfeited, options (in shares)		503,050
Outstanding, options (in shares)	386,461	889,636
Outstanding, weighted average exercise price, options (in dollars per share)	$ 11.88	$ 8.57
Outstanding, weighted average remaining contractual life, options (Year)	7 years 4 months 24 days
Vested and expected to vest, options (in shares)	335,786
Vested and expected to vest, weighted average exercise price, options (in dollars per share)	$ 9.15
Vested and expected to vest, weighted average remaining contractual life, options (Year)	7 years 3 months 18 days
Exercisable, options (in shares)	244,211
Exercisable, weighted average exercise price, options (in dollars per share)	$ 10.31
Exercisable, weighted average remaining contractual life, options (Year)	7 years 1 month 6 days

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Note 10 - Stockholders' Equity - Warrant Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Outstanding (in shares)	1,116,484
Outstanding, weighted average exercise price (in dollars per share)	$ 37.27
Outstanding, Weighted Average Remaining Contract Term (Year)	1 year 10 months 24 days	5 months 26 days
Warrants expired (in shares)	463,236
Outstanding (in shares)	653,248	1,116,484
Outstanding, weighted average exercise price (in dollars per share)	$ 6.97	$ 37.27
Exercisable (in shares)	653,248
Exercisable, weighted average exercise price (in dollars per share)	$ 6.97
Exercisable, Weighted Average Remaining Contract Term (Year)	1 year 10 months 24 days

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Note 11 - Major Customers and Accounts Receivable (Details Textual) - Customer Concentration Risk [Member]	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Revenue Benchmark [Member] | Customer 1 [Member]
Concentration Risk, Percentage	18.00%	0.00%	13.00%	14.00%
Revenue Benchmark [Member] | Customer 2 [Member]
Concentration Risk, Percentage	16.00%	1.00%	11.00%	1.00%
Revenue Benchmark [Member] | Customer 3 [Member]
Concentration Risk, Percentage	11.00%	25.00%		30.00%
Revenue Benchmark [Member] | Customer 4 [Member]
Concentration Risk, Percentage	0.00%	18.00%
Accounts Receivable [Member]
Number of Major Customers			4		3
Accounts Receivable [Member] | Four Customers [Member]
Concentration Risk, Percentage			68.00%
Accounts Receivable [Member] | Three Customers [Member]
Concentration Risk, Percentage					72.00%