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 10, 2004


                               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
                                 (916) 858-5100
          (Address and telephone number of principal executive offices)



<PAGE>


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     On March 10, 2004,  ThermoGenesis Corp. (the "Company") completed a private
financing involving the sale of common stock to institutional  investors. In the
financing,  the Company  raised gross  proceeds of $10,400,000 in the aggregate,
before fees and expenses.  The Company sold in the aggregate 2,600,000 shares of
common stock at a price of $4.00 per share.  SunTrust Robinson Humphrey acted as
placement  agent for the offering and received a 6% fee based on gross  proceeds
with a minimum fee of  $500,000,  plus  expenses.  The Company  will use the net
proceeds for working capital and implementation of operating plans.

     The  terms  for the  financing  are set  forth in the  Securities  Purchase
Agreement,  the form of which is attached as Exhibit 10.  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 AND EXHIBITS

         (c) EXHIBITS

             Exhibit
             Number       Description

             10           Securities Purchase Agreement

             99.1         Press Release Announcing Closing of Private Placement

<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 10, 2004                            THERMOGENESIS CORP.,
                                                  a Delaware corporation


                                                  /s/ Renee M. Ruecker
                                                  ------------------------------
                                                  Renee M. Ruecker,
                                                  Chief Financial Officer
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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": "04660749"}, "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"}}
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 10, 2004

                               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
                                 (916) 858-5100
          (Address and telephone number of principal executive offices)
ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     On March 10, 2004,  ThermoGenesis Corp. (the "Company") completed a private
financing involving the sale of common stock to institutional  investors. In the
financing,  the Company  raised gross  proceeds of $10,400,000 in the aggregate,
before fees and expenses.  The Company sold in the aggregate 2,600,000 shares of
common stock at a price of $4.00 per share.  SunTrust Robinson Humphrey acted as
placement  agent for the offering and received a 6% fee based on gross  proceeds
with a minimum fee of  $500,000,  plus  expenses.  The Company  will use the net
proceeds for working capital and implementation of operating plans.

     The  terms  for the  financing  are set  forth in the  Securities  Purchase
Agreement,  the form of which is attached as Exhibit 10.  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 AND EXHIBITS

         (c) EXHIBITS

             Exhibit
             Number       Description

             10           Securities Purchase Agreement

             99.1         Press Release Announcing Closing of Private Placement
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 10, 2004                            THERMOGENESIS CORP.,
                                                  a Delaware corporation

                                                  /s/ Renee M. Ruecker
                                                  ------------------------------
                                                  Renee M. Ruecker,
                                                  Chief Financial Officer