UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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): January 12, 2015

 

CRYOPORT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-34632   88-0313393
(State of other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)
         
20382 Barents Sea Circle, Lake Forest, California  92630
(Address of Principal Executive Offices)
         
Registrant’s telephone number, including area code: (949) 470-2300
 
Not Applicable
(Former name or former address, if changed since last report)

 

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.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 12, 2015, the Board of Directors (the “Board”) of Cryoport, Inc. (the “Company”) elected Richard J. Berman to the Board.

 

Mr. Berman has more than 35 years of venture capital, management and merger and acquisitions experience. He currently serves as a director of four public companies: NeoStem, Inc. (NASDAQ: NBS), Advaxis, Inc. (OTC: NIVM.OB), Lustros, Inc. (OTC: LSLD) and MetaStat Inc. (OTC: MTST), and has served as a director and/or officer of more than a dozen public and private companies. His previous experience includes positions at Goldman Sachs and as Senior Vice President of Bankers Trust Company. Some of his more notable positions include his service from 2006-2011 as Chairman of National Investment Managers (OTC: NIVM.OB), a company with $12 billion in pension administration assets. In 2012, he became vice chairman of Energy Smart Resources, Inc., a privately-held company. From 2004-2010, Mr. Berman served as a Director of NexMed Inc., a public biotech company. In 2008, Mr. Berman became its Chairman and CEO. In 2010 he merged the company with Apricus Biosciences. From 1998 to 2000, Mr. Berman was Chairman and CEO of Internet Commerce Corporation (now Easylink Services (NASDAQ: ESIC)), and thereafter, Chairman until 2001. Mr. Berman arranged the company’s acquisition of Easylink Services International in 2007. The company was sold for more than $300 million in 2012, and he stayed on as lead director and a member of all three committees. He served as CEO of Prestolite Battery Company of Canada from 1984-1992, and in 1991 he was responsible for creating the largest battery company in the world by merging Prestolite with General Battery and Exide to form Exide Technologies (OTC: XIDEQ), an $800 million company.

 

Mr. Berman is a past director of the Stern School of Business of NYU, where he received his B.S. and M.B.A. He also holds two law degrees, a J.D. from Boston College and a Special Certificate from The Hague Academy of International Law.

 

There have been no related party transactions between the Company and Mr. Berman, and there were no arrangements or understandings between Mr. Berman and any other person pursuant to which he was selected as director.

 

As non-employee director, he will participate in the Company’s director compensation plan governed by the Compensation Committee and will receive an initial grant to purchase 200,000 shares of the Company’s common stock upon joining the Board. In addition, Mr. Berman elected to receive shares of unregistered common stock of the Company in lieu of cash compensation for his services as a director and chairman of the audit and compensation committees of the Company. Under the director compensation plan, Mr. Berman will be issued shares of common stock for his services calculated by dividing the quarterly cash compensation of $17,500 by the volume weighted average price of the Company’s common stock for the last five days of the trading month ending each quarter multiplied by 1.15.

 

He will also be the Chairman of the Company’s Compensation Committee and the Company’s Audit Committee and a member of the Governance and Nominating Committee.

 

                A copy of the press release announcing Mr. Berman’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

 

Item 9.01               Financial Statements and Exhibits

 

(d)           Exhibits.  The following material is filed as an exhibit to this Current Report on Form 8-K:

 
 

Exhibit

Number

 

99.1                       Press Release, dated January 12, 2015.

 

 
 

 

SIGNATURES

 

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.

 

  CRYOPORT, INC.
     
     
     
Date:  January 13, 2015 By: /s/ Robert Stefanovich
    Robert Stefanovich
    Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 
 

Exhibit  
Number Description                                                                 
   
99.1

Press Release, dated January 12, 2015, issued by the Registrant.

   

 

 



Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

 

Cryoport Appoints Richard J. Berman to its Board of Directors

 

 

Lake Forest, CA, January 12, 2015 - Cryoport, Inc. (OTCBB:CYRX) (“Company”), the leading provider of advanced cryogenic logistics solutions for life sciences serving markets including immunotherapies, stem cells, cell lines, contract research organizations , vaccine manufacturers, and IVF, today announced the appointment of Richard J. Berman to its Board of Directors. Mr. Berman will also serve as Chairman of the Audit Committee and Compensation Committee.

 

Mr. Berman is a seasoned senior executive and public company board member with extensive experience across industries but more specifically with biotechnology and life sciences companies. His business career consists of more than 35 years of venture capital, management, and merger and acquisitions experience. He has served as a director or officer of more than a dozen public and private companies.

 

Mr. Berman currently serves as a director of four public companies including NeoStem, Inc. (NASDAQ : NBS), a leader in cellular therapy with a melanoma therapy entering Phase II clinical trials. He is also a director at Advaxis, Inc. (NASDAQ: ADXS), which is in various stages of clinical trials for cervical cancer, prostate cancer and breast cancer having recently raised $40M. Mr. Berman is Chairman of the Board of MetaStat, Inc. (OTCQB: MTST), which is developing a medical technology for predicting cancer mestasis and he serves as a board member of Lustros, Inc. (OTCQB:LSTS), which is the leading manufacturer of food quality copper sulfate manufactured under a patented process and used to control bacterial and fungal diseases in crops, and as an appetite stimulant for animals.

 

He currently serves as Vice Chairman of Energy Smart Resources, Inc., a privately held company, and was Chairman of National Investment Managers (OTC: NIVM.OB), with $12 billion in pension administration assets, from 2006 to 2011. From 2004 to 2010, Mr. Berman served as a Director of NexMed Inc., a public biotech company and as its Chairman and CEO from 2008 to 2010 when the company was merged with Apricus Biosciences.

 

Mr. Berman was Chairman and CEO of Internet Commerce Corporation, currently Easylink Services (NASDAQ: ESIC), from 1998 to 2000, and thereafter, Chairman until 2001. In 2012, he served as CEO of Prestolite Battery Company of Canada from 1984 through 1992, where he was responsible for creating the largest battery company in the world by merging with General Battery and Exide to form Exide Technologies (OTC: XIDEQ), with $800 million in revenues. Prior to that, Mr. Berman held executive positions at Goldman Sachs and Bankers Trust Company.

 

Mr. Berman is a past director of the Stern School of Business of NYU, where he received his B.S. and M.B.A. He also holds a J.D. from Boston College and a Special Certificate from The Hague Academy of International Law.

 

“For such an experienced life sciences industry expert to join our board is a strong validation of Cryoport’s position in the industry as a premier service provider for the life sciences. It is also a testament to Cryoport’s business strategy, which combines our state-of-the-art cryogenic packaging and advanced information technology with logistics expertise to provide reliable cryogenic logistics solutions to support our clients’ needs in the advancing pipeline of life science products.” said Jerrell Shelton, CEO of Cryoport.

 

 
 

 

 

  

Mr. Berman stated, “I look forward to sharing my experience in finance and the life sciences to help Cryoport execute on its financing plans and corporate strategy. In addition, I think I can assist in the identification and evaluation of new business opportunities. Cryoport provides a vital and enabling service to the development of the life sciences industry with a management team that is dedicated to execution. I feel privileged to be a part of this dynamic company’s future and will endeavor to actively support it in every aspect.”

 

Richard Rathmann, Chairman of the Board of Cryoport, said, “We are fortunate to have Richard join our Board. He brings new insights into the financing of microcap companies and valuable knowledge of the life sciences that will help our company move forward.”

 

 

About Cryoport, Inc.

Cryoport provides leading edge frozen logistics solutions to the life sciences industry through the combination of purpose-built proprietary packaging, information technology and specialized cold chain logistics expertise. Its competencies range from skilled, total turnkey management of the entire life sciences cold chain logistics process to complex total management solutions for outsourced cold chain logistics.

 

Its packaging, built around its Cryoport Express® liquid nitrogen dry vapor shippers, is validated to maintain a constant -150°C temperature for a 10-plus day dynamic shipment duration. Its information technology boast a Cryoportal™ Logistics Management Platform which manages the entire shipment process, including initial order input, document preparation, customs clearance, integrator/courier management, shipment tracking, issue resolution, and delivery. Cryoport uses recyclable and reusable components providing an environmentally friendly solution. Cryoport solutions can record the “chain of condition” and “chain of custody” for shipments thereby meeting the exacting requirements for scientific work and for regulatory purposes. For more information, visit www.cryoport.com.

 

Forward Looking Statements

Statements in this news release which are not purely historical, including statements regarding Cryoport, Inc.’s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. It is important to note that the company's actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties associated with the effect of changing economic conditions, trends in the products markets, variations in the company's cash flow, market acceptance risks, and technical development risks. The company’s business could be affected by a number of other factors, including the risk factors listed from time to time in the company's SEC reports including, but not limited to, the annual report on Form 10-K for the year ended March 31, 2013. The company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Cryoport, Inc. disclaims any obligation, and does not undertake to update or revise any forward-looking statements in this press release.

 

 

Investor Contacts:

Todd Fromer / Garth Russell

tfromer@kcsa.com / grussell@kcsa.com

P: 1 212-682-6300