ThermoGenesis & TotipotentRx Form $18.6-Million Agreement

ThermoGenesis Corp. and TotipotentRx Corporation recently announced they have entered into a definitive merger agreement. The combined company is expected to become one of the first fully integrated regenerative medicine companies, developing clinically validated, commercially scalable, point-of-care cell therapies for major therapeutic markets, including orthopedic, cardiovascular, and neurologic indications.

Under terms of the agreement, ThermoGenesis will issue approximately 12,491,000 shares of its common stock to TotiRx which equates to a value of approximately $18.6 million, based on ThermoGenesis’ closing stock price of $1.49 on July 15, 2013. The merger agreement has been unanimously approved by the board of directors of each company. The transaction is expected to close in the fourth quarter of calendar year 2013 and is subject to customary closing conditions, certain financial conditions, regulatory approvals and approval by the shareholders of ThermoGenesis and TotiRx. The combined company is expected to be named Cesca Therapeutics (Clinical Excellence in Stem Cell Applications) and will continue to trade on NASDAQ under the ticker symbol KOOL.

“This merger is transformative. By combining our cell-based device technologies with TotiRx’s clinically validated therapeutic protocols and cell therapy kits for major therapeutic areas, we expect Cesca to be one of the first fully integrated regenerative medicine companies,” said Matthew T. Plavan, CEO of ThermoGenesis. “Our best-in-class products will give healthcare providers the ability to consistently execute every step of the cell therapy treatment process, at the patient’s bedside, in less than an hour and at a fraction of the cost of typical cell therapy models. This merger also provides us with the important ability to rapidly and cost-effectively commercialize these new cell therapies, by leveraging our proprietary contract research organization and an exclusive, cell therapy partnership with Fortis Healthcare System. Taken together with the foundation of our cord blood device platform, method/design patent portfolio and existing revenue streams, we believe this combination offers tremendous potential for shareholder value creation.”

TotiRx is a leading regenerative medicine development company that has eight autologous cell therapies in various stages of clinical development targeting areas of high unmet medical need, including osteoarthritis, avascular necrosis, acute myocardial infarction and critical limb ischemia. TotiRx is believed to be the world’s only clinical research organization (CRO) specializing solely in cellular therapeutic development services and utilizes the breadth and depth of its expertise and service offerings, along with an unmatched footprint in India, to navigate the complex and challenging cellular therapy regulatory environment, improve efficiency, and deliver better clinical trial outcomes. TotiRx also brings an established cord blood banking business with a growing revenue stream and a high-value strategic partnership with Fortis Healthcare, an esteemed chain of specialty hospitals networked throughout India and across Asia.

“Regenerative medicine is one of the fastest growing areas of modern medicine and is widely expected to become a major component of our future global healthcare system,” said Kenneth L. Harris, Chairman and CEO of TotiRx. “Key to being a leader in this market is the ability to provide safe, effective, point-of-care therapy that works for the patient, physician and hospital provider. The autologous cell therapy approach we employ requires strict standards and control of collection, handling, and redelivery to the body, but provides for significantly lower clinical and regulatory risk, reducing cost and enhancing our speed to market. This merger is the natural evolution for our existing strategic partnership with ThermoGenesis, and the superior performance of their equipment, which we currently use in both our clinical trial and cord blood businesses, has been an integral component of our successful clinical trial work.”

Benefits of the merger include:

One of the First Integrated Regenerative Medicine Companies – Cesca Therapeutics will be one of the first companies to bring together cell-therapy-related devices, patented platform technologies, proprietary cell formulations and a cell-therapy-specific Clinical Research Organization.

One of the First to Provide Practical, Commercializable Cell Therapies – Cesca Therapeutics will offer safe and effective therapies backed by clinical evidence, including 10 clinical trials in osteoarthritis, avascular necrosis, cardiac and critical limb ischemia, among others, using patient- and regulator-friendly autologous cells and at the bedside, in a 60-minute protocol.

The Ability to Rapidly and Cost-Effectively Implement New Clinical Trials – Cesca Therapeutics will have the ability to rapidly initiate clinical development of new cell therapies at its US FDA-registered CRO in India and generate high-quality data at a fraction of the cost of clinical trials undertaken in the US or Europe.

Positioned to Commercialize in Both Developed and Emerging Markets – Cesca’s existing US and Asian footprints uniquely position it to meet the needs of patients, hospitals, and physicians across the globe. This footprint allows flexibility to meet the variable market demands in service and price.

Significant Value Creation – As a combined company, Cesca Therapeutics should support a higher valuation than either company alone, with the potential to create additional, near- and long-term shareholder value through growth in its base business and the development of new protocols in major therapeutic areas.

Mr. Plavan will serve as CEO of the new organization, and Mr. Harris will serve as President. In addition to his role as President, Mr. Harris will join the Board of Directors of the new company.

Roth Capital Partners acted as financial advisor to ThermoGenesis and rendered a Fairness Opinion to its Board of Directors in this transaction and Weintraub Tobin Chediak Coleman Grodin Law Corporation acted as legal counsel to ThermoGenesis.

For more information, visit www.thermogenesis.com.