SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


        Date of Report (date of earliest event reported): March 21, 2003


                               THERMOGENESIS CORP.
             (Exact name of registrant as specified in its charter)


--------------------------------------------------------------------------------

           Delaware                    0-16375                94-3018487
           ---------                   -------                ----------
(State or other jurisdiction of    (Commission File        (I.R.S. Employer
 incorporation or organization)         Number)           Identification No.)
--------------------------------------------------------------------------------

                              3146 Gold Camp Drive
                        Rancho Cordova, California 95670
                                 (916) 858-5100
          (Address and telephone number of principal executive offices)



<PAGE>


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     ThermoGenesis  Corp.  (the  "Company") made an initial closing of a private
offering of 3,144,194 shares of its common stock and warrants to purchase 11,976
additional  shares of common  stock at an  exercise  price of $2.39 per share on
March 21, 2003. The Company received gross proceeds of approximately $4,819,000.
The Company  reserves  the right to close on an  additional  $3.2  million  from
institutions in discussion with the Company no later than March 31, 2003.

     The  private  offering  was placed  through  CDC  Securities  with  certain
institutional  funds. CDC Securities  received a 7% fee based on gross proceeds.
The Company  will use the net proceeds  from the offering for general  corporate
purposes and working capital.

     The  terms  for the  private  placement  are set  forth  in the  Securities
Purchase Agreement,  the form of which is attached as Exhibit 10 to this current
report. The form of warrants issued in connection with the placement are subject
to the terms  contained  therein,  a copy of which is filed as Exhibit 4 to this
current report.  The warrants are exercisable for a period of 3 years. Under the
terms of the Securities  Purchase  Agreement,  the Company agreed to prepare and
file with the  Securities  and  Exchange  Commission  a  registration  statement
covering the resale of the securities.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) EXHIBITS

         Exhibit
         Number            Description
         ------            -----------

         4                 Warrant [Form of]
         10                Securities Purchase Agreement [Form of]
         99                Press Release

<PAGE>


                                    SIGNATURE

     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 hereunto duly authorized.


Dated:  March 24, 2003                            THERMOGENESIS CORP.



                                                  /s/ RENEE RUECKER
                                                  ------------------------------
                                                  Renee Ruecker,
                                                  Chief Financial Officer
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (date of earliest event reported): March 21, 2003

                               THERMOGENESIS CORP.
             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------

           Delaware                    0-16375                94-3018487
           ---------                   -------                ----------
(State or other jurisdiction of    (Commission File        (I.R.S. Employer
 incorporation or organization)         Number)           Identification No.)
--------------------------------------------------------------------------------

                              3146 Gold Camp Drive
                        Rancho Cordova, California 95670
                                 (916) 858-5100
          (Address and telephone number of principal executive offices)
ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     ThermoGenesis  Corp.  (the  "Company") made an initial closing of a private
offering of 3,144,194 shares of its common stock and warrants to purchase 11,976
additional  shares of common  stock at an  exercise  price of $2.39 per share on
March 21, 2003. The Company received gross proceeds of approximately $4,819,000.
The Company  reserves  the right to close on an  additional  $3.2  million  from
institutions in discussion with the Company no later than March 31, 2003.

     The  private  offering  was placed  through  CDC  Securities  with  certain
institutional  funds. CDC Securities  received a 7% fee based on gross proceeds.
The Company  will use the net proceeds  from the offering for general  corporate
purposes and working capital.

     The  terms  for the  private  placement  are set  forth  in the  Securities
Purchase Agreement,  the form of which is attached as Exhibit 10 to this current
report. The form of warrants issued in connection with the placement are subject
to the terms  contained  therein,  a copy of which is filed as Exhibit 4 to this
current report.  The warrants are exercisable for a period of 3 years. Under the
terms of the Securities  Purchase  Agreement,  the Company agreed to prepare and
file with the  Securities  and  Exchange  Commission  a  registration  statement
covering the resale of the securities.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) EXHIBITS

         Exhibit
         Number            Description
         ------            -----------

         4                 Warrant [Form of]
         10                Securities Purchase Agreement [Form of]
         99                Press Release
SIGNATURE

     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 hereunto duly authorized.

Dated:  March 24, 2003                            THERMOGENESIS CORP.

                                                  /s/ RENEE RUECKER
                                                  ------------------------------
                                                  Renee Ruecker,
                                                  Chief Financial Officer