UNITED STATES
                       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): February 3, 2006



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




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


                                2711 Citrus Road
                        Rancho Cordova, California 95742
                        --------------------------------
              (Address and telephone number of principal executive
                               offices) (Zip Code)

                                 (916) 858-5100
                                 --------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[]   Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[]   Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[]   Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[]   Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Section 7 - Regulation FD
-------------------------

Section 7.01   Regulation FD Disclosure

     On February 3, 2006,  ThermoGenesis  Corp. (the  "Company")  issued a press
release announcing the consummation of the sale and issuance of 8,000,000 shares
of the Company's  common stock, at $4.00 per share. Net proceeds before expenses
from the offering were approximately $30.1 million.  Upon completion of the sale
and  issuance,  the  Company  had  approximately  53,984,192  shares  issued and
outstanding.

     A copy of the  press  release  is  attached  hereto  as  Exhibit  99.1  and
incorporated herein by reference.


Section 9 - Financial Statements and Exhibits
---------------------------------------------

Section 9.01   Financial Statements and Exhibits

     Exhibit No.    Exhibit Description
     -----------    -------------------

        99.1        Press release dated February 3, 2006, titled  "ThermoGenesis
                    Corp. Closes Offering of Common Stock."



                                       2
<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.


                                            THERMOGENESIS CORP.,
                                            a Delaware Corporation


Dated:  February 3, 2006                    /s/ Matthew Plavan
                                            ------------------------------------
                                            Matthew Plavan,
                                            Chief Financial Officer




                                       3
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{"company-data": {"conformed-name": "THERMOGENESIS CORP", "cik": "0000811212", "assigned-sic": "3821", "irs-number": "943018487", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-82900", "film-number": "06578477"}, "business-address": {"street1": "2711 CITRUS ROAD", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95742", "phone": "9168585100"}, "mail-address": {"street1": "2711 CITRUS ROAD", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95742"}, "former-company": {"former-conformed-name": "INSTA COOL INC OF NORTH AMERICA", "date-changed": "19920703"}}
UNITED STATES
                       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): February 3, 2006

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

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

                                2711 Citrus Road
                        Rancho Cordova, California 95742
                        --------------------------------
              (Address and telephone number of principal executive
                               offices) (Zip Code)

                                 (916) 858-5100
                                 --------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[]   Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[]   Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[]   Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[]   Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))
Section 7 - Regulation FD
-------------------------

Section 7.01   Regulation FD Disclosure

     On February 3, 2006,  ThermoGenesis  Corp. (the  "Company")  issued a press
release announcing the consummation of the sale and issuance of 8,000,000 shares
of the Company's  common stock, at $4.00 per share. Net proceeds before expenses
from the offering were approximately $30.1 million.  Upon completion of the sale
and  issuance,  the  Company  had  approximately  53,984,192  shares  issued and
outstanding.

     A copy of the  press  release  is  attached  hereto  as  Exhibit  99.1  and
incorporated herein by reference.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Section 9.01   Financial Statements and Exhibits

     Exhibit No.    Exhibit Description
     -----------    -------------------

        99.1        Press release dated February 3, 2006, titled  "ThermoGenesis
                    Corp. Closes Offering of Common Stock."

                                       2
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.

                                            THERMOGENESIS CORP.,
                                            a Delaware Corporation

Dated:  February 3, 2006                    /s/ Matthew Plavan
                                            ------------------------------------
                                            Matthew Plavan,
                                            Chief Financial Officer

                                       3