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) July 31, 1999


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

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

On July 30, 1999,  at a special  meeting of the  stockholders  of  THERMOGENESIS
CORP.  ("Company"),  the  stockholders  approved an amendment  to the  Company's
Certificate  of  Incorporation  to eliminate  the  mandatory  repurchase  rights
granted to stockholders of the Series A redeemable  convertible preferred stock.
The amendment to the  Certificate  of  Incorporation  to eliminate the mandatory
repurchase rights granted to stockholders of the Series A redeemable convertible
preferred  stock was one of three  proposals  brought  to the  stockholders  for
approval.  Following approval of proposal one, the special meeting was continued
until August 13, 1999, with respect to the remaining two proposals  dealing with
(a) an  amendment  to the  Company's  Certificate  of  Incorporation  to adopt a
one-for-two share  consolidation,  which may be implemented in the future at the
Board's  discretion,  and  (b) an  amendment  to the  Company's  Certificate  of
Incorporation  to  adopt  a  one-for-four  share  consolidation,  which  may  be
implemented in the future at the Board's discretion,  on an either-or basis with
respect to proposals two and three.

The amendment to the Company's  Certificate  of  Incorporation  to eliminate the
mandatory  repurchase  rights granted to stockholders of the Series A redeemable
convertible  preferred  stock was  sought in light of a letter  from The  Nasdaq
SmallCap  Market  which  stated  that based on the  Company's  Form 10-Q for the
quarter  ended March 31, 1999,  the Company  failed to meet The Nasdaq  SmallCap
Market's  maintenance  criteria of (a) net tangible  assets of  $2,000,000;  (b)
market  capitalization  of $35,000,000 or (3) net income of $500,000 in the most
recently  completed  fiscal  year or in two of the last three  completed  fiscal
years.  In computing  the  Company's net tangible  assets,  The Nasdaq  SmallCap

<PAGE>2


Market treated the Company's Series A redeemable  convertible preferred stock as
debt because of the  repurchase  rights.  By approving  the  elimination  of the
repurchase  rights  by the  stockholders,  the  Company's  Series A  Convertible
Preferred  Stock is now treated as equity to satisfy the Nasdaq  SmallCap Market
net tangible assets maintenance requirement.

The following table sets forth (i) the capitalization of the Company [unaudited]
as of March 31, 1999,  and (ii) the pro forma  capitalization  [unaudited] as of
that  date,  after  giving  effect to the  removal of the  mandatory  redemption
provision of the Series A redeemable convertible preferred stock. This filing is
being made for the sole purpose of meeting the  maintenance  requirements of The
Nasdaq SmallCap Market.  The pro forma  capitalization is not indicative of what
the Company's capitalization will be in the future.

<TABLE>
<CAPTION>


                                                       As of March 31, 1999 (unaudited)

                                                           Actual      Adjustments        Pro Forma

<S>                                                    <C>          <C>                  <C>
Redeemable convertible preferred stock, 1,200,000       $ 6,188,929   $(6,188,929)(1)           --
     shares authorized; 1,044,000 issued and
     outstanding at March 31, 1999 ($6,655,500
     aggregate involuntary liquidation value at
     March 31, 1999)

Shareholders'equity:
Convertible preferred stock,$.001 par value                      --        $1,044 (1)       $1,044
       1,200,000 shares authorized; 1,044,000 issued
       and outstanding ($6,655,500 aggregate
       involuntary liquidation value at
       March 31, 1999)
Preferred stock, $.001 par value; 800,000 shares                 --            --               --
      authorized; no shares issued and outstanding

Common stock, $.001 par value; 50,000,000 shares             19,125            --           19,125
     authorized; 19,123,846 issued and outstanding
     at March 31, 1999 (18,925,669 at June 30,
    1998)
Paid in capital in excess of par                         30,263,551    $6,028,885       36,292,436

Accumulated deficit                                     (29,788,214)     $159,000 (2)  (29,629,214)
                                                       ------------                    -----------
     Total shareholders' equity                            $494,462                     $6,683,391
                                                           ========                     ==========
</TABLE>


(1)  Shareholder  approval  to remove  the  repurchase  right  provision  of the
redeemable convertible preferred stock was received on July 30, 1999.

(2) Reversal of the accretion of redeemable convertible preferred stock.


<PAGE>3

                                    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: August 4, 1999               THERMOGENESIS CORP.
                                    a Delaware Corporation

                                    PHILIP H. COELHO

                                    Philip H. Coelho, Chairman & CEO
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6200}]
{"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", "file-number": "333-72035", "film-number": "99677121"}, "business-address": {"street1": "3146 GOLD CAMP DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670", "phone": "9168585100"}, "mail-address": {"street1": "3146 GOLD CAMP DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670"}, "former-company": {"former-conformed-name": "INSTA COOL INC OF NORTH AMERICA", "date-changed": "19920703"}}
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) July 31, 1999

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

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

On July 30, 1999,  at a special  meeting of the  stockholders  of  THERMOGENESIS
CORP.  ("Company"),  the  stockholders  approved an amendment  to the  Company's
Certificate  of  Incorporation  to eliminate  the  mandatory  repurchase  rights
granted to stockholders of the Series A redeemable  convertible preferred stock.
The amendment to the  Certificate  of  Incorporation  to eliminate the mandatory
repurchase rights granted to stockholders of the Series A redeemable convertible
preferred  stock was one of three  proposals  brought  to the  stockholders  for
approval.  Following approval of proposal one, the special meeting was continued
until August 13, 1999, with respect to the remaining two proposals  dealing with
(a) an  amendment  to the  Company's  Certificate  of  Incorporation  to adopt a
one-for-two share  consolidation,  which may be implemented in the future at the
Board's  discretion,  and  (b) an  amendment  to the  Company's  Certificate  of
Incorporation  to  adopt  a  one-for-four  share  consolidation,  which  may  be
implemented in the future at the Board's discretion,  on an either-or basis with
respect to proposals two and three.

The amendment to the Company's  Certificate  of  Incorporation  to eliminate the
mandatory  repurchase  rights granted to stockholders of the Series A redeemable
convertible  preferred  stock was  sought in light of a letter  from The  Nasdaq
SmallCap  Market  which  stated  that based on the  Company's  Form 10-Q for the
quarter  ended March 31, 1999,  the Company  failed to meet The Nasdaq  SmallCap
Market's  maintenance  criteria of (a) net tangible  assets of  $2,000,000;  (b)
market  capitalization  of $35,000,000 or (3) net income of $500,000 in the most
recently  completed  fiscal  year or in two of the last three  completed  fiscal
years.  In computing  the  Company's net tangible  assets,  The Nasdaq  SmallCap
2

Market treated the Company's Series A redeemable  convertible preferred stock as
debt because of the  repurchase  rights.  By approving  the  elimination  of the
repurchase  rights  by the  stockholders,  the  Company's  Series A  Convertible
Preferred  Stock is now treated as equity to satisfy the Nasdaq  SmallCap Market
net tangible assets maintenance requirement.

The following table sets forth (i) the capitalization of the Company [unaudited]
as of March 31, 1999,  and (ii) the pro forma  capitalization  [unaudited] as of
that  date,  after  giving  effect to the  removal of the  mandatory  redemption
provision of the Series A redeemable convertible preferred stock. This filing is
being made for the sole purpose of meeting the  maintenance  requirements of The
Nasdaq SmallCap Market.  The pro forma  capitalization is not indicative of what
the Company's capitalization will be in the future.
As of March 31, 1999 (unaudited)

                                                           Actual      Adjustments        Pro Forma
Redeemable convertible preferred stock, 1,200,000       $ 6,188,929   $(6,188,929)(1)           --
     shares authorized; 1,044,000 issued and
     outstanding at March 31, 1999 ($6,655,500
     aggregate involuntary liquidation value at
     March 31, 1999)

Shareholders'equity:
Convertible preferred stock,$.001 par value                      --        $1,044 (1)       $1,044
       1,200,000 shares authorized; 1,044,000 issued
       and outstanding ($6,655,500 aggregate
       involuntary liquidation value at
       March 31, 1999)
Preferred stock, $.001 par value; 800,000 shares                 --            --               --
      authorized; no shares issued and outstanding

Common stock, $.001 par value; 50,000,000 shares             19,125            --           19,125
     authorized; 19,123,846 issued and outstanding
     at March 31, 1999 (18,925,669 at June 30,
    1998)
Paid in capital in excess of par                         30,263,551    $6,028,885       36,292,436

Accumulated deficit                                     (29,788,214)     $159,000 (2)  (29,629,214)
                                                       ------------                    -----------
     Total shareholders' equity                            $494,462                     $6,683,391
                                                           ========                     ==========
(1)  Shareholder  approval  to remove  the  repurchase  right  provision  of the
redeemable convertible preferred stock was received on July 30, 1999.

(2) Reversal of the accretion of redeemable convertible preferred stock.
3

                                    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: August 4, 1999               THERMOGENESIS CORP.
                                    a Delaware Corporation

                                    PHILIP H. COELHO

                                    Philip H. Coelho, Chairman & CEO