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CESCA THERAPEUTICS INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 1, 2014



Item 1.01 Entry into a Material Definitive Agreement

On April 25, 2014, the shareholders of Cesca Therapeutics Inc. (the "Company"), as set forth below in Item 5.07, approved certain amendments to our Amended and Restated 2006 Equity Incentive Plan ("Amended Plan") as previously disclosed in the Company's proxy statement for its annual meeting held on April 25, 2014. The full text of the Amended Plan is incorporated herein by reference and a copy of which is filed as Exhibit 10.6.1 hereto.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

As set forth below in Item 5.07, on April 25, 2014, the shareholders of the Company also approved certain amendments to our Bylaws as previously disclosed in the Company's proxy statement for its annual meeting held on April 25, 2014. The full text of the Bylaws of the Company is incorporated herein by reference and a copy of which is filed as Exhibit 3.2.1 hereto.

Item 5.07 Submission of Matters to a vote of Security Holders.

On April 25, 2014, Cesca Therapeutics Inc. (the "Company") held its annual meeting of stockholders ("Annual Meeting") at 11211 Point East Drive, Rancho Cordova, California 95742, at 9:00 a.m. to vote on certain matters. Pursuant to the votes discussed in further detail below, Craig W. Moore, Patrick J. McEnany, Mahendra S. Rao, Robin C. Stracey, Matthew T. Plavan and Kenneth L. Harris were elected to the board of directors. Further, the amendments to the Bylaws pursuant to proposals 2, 3, and 5 were adopted, while proposal 4 (requirement that shareholder action only be taken at meetings) did not pass. The proposals related to the amendments to the 2006 Equity Incentive Plan (proposal 6), executive compensation (proposal 7) and auditors (proposal 9) also passed. Shareholders recommend by a non-binding advisory vote a one-year frequency of future non-binding advisory votes on the compensation of the Company's named executive officers. The specific proposals are discussed in detail in the Company's proxy statement dated April 4, 2014.

1. To elect six (6) directors to hold office until the next Annual Meeting of Stockholders or until their successors are elected and qualified. Broker Election of For Withhold Non Votes Directors Craig W. Moore 15,752,622 767,785 8,325,321 Patrick J. McEnany 16,291,317 229,090 8,325,321 Mahendra S. Rao 16,382,842 137,565 8,325,321 Robin C. Stracey 16,308,962 211,445 8,325,321 Matthew T. Plavan 16,331,660 188,747 8,325,321 Kenneth L. Harris 16,354,112 166,295 8,325,321 2. To approve an amendment to our bylaws for clarifying certain administrative functions, including changing the name to Cesca Therapeutics Inc. and providing of notice and stockholder records electronically. For Against Abstain 24,737,665 88,363 19,700 3. To approve an amendment to our bylaws to allow the number of directors to be set by the board. For Against Abstain 14,051,034 10,539,065 91,155 4. To approve an amendment to our bylaws to eliminate stockholder action by written consent. For Against Abstain 5,867,817 10,573,884 78,681 5. To approve an amendment to our bylaws to provide for a forum for adjudication of disputes. For Against Abstain 23,815,361 721,746 144,147 6. To approve amendments to the 2006 Equity Incentive Plan. For Against Abstain 15,348,162 1,096,222 76,023 7. To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. For Against Abstain 15,412,343 1,034,489 73,575 8. To recommend by a non-binding advisory vote the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers. 1 Year 2 Year 3 Year Abstain 10,865,129 4,709,850 183,531 761,897 9. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2014 fiscal year. For Against Abstain 24,742,092 84,276 19,360



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Exhibit Description

3.2.1 Bylaws of Cesca Therapeutics Inc. 10.6.1 Amended and Restated 2006 Equity Incentive Plan - 2 -



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