CYRX CryoPort Inc

 

 

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): June 19, 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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.03 Material Modification to Rights of Security Holders

 

On June 19, 2015, the Registrant submitted for filing with the Secretary of State of the State of Nevada an Amendment to the Certificate of Designation of the Registrant’s Class A Preferred Stock and an Amendment to the Certificate of Designation of the Registrant’s Class B Preferred Stock. Pursuant to such amendments, the provision contained in each Certificate of Designation relating to a mandatory exchange in connection with a qualified public offering was modified such that the mandatory exchange will be effective on the day that is six months and one day after the closing of such qualified public offering.

 

The foregoing description is qualified in its entirety by reference to the Amendment to Certificate of Designation of Class A Preferred Stock and Amendment to Certificate of Designation of Class B Preferred Stock, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

The information set forth in Item 3.03 is incorporated herein by 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

 

3.1

Amendment to Certificate of Designation of Class A Preferred Stock

3.2

Amendment to Certificate of Designation of Class B Preferred Stock

 

 

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: June 22, 2015

By:  /s/ Robert Stefanovich

Robert Stefanovich

Chief Financial Officer

 

 

EXHIBIT INDEX

 
 

Exhibit
Number	Description
3.1	Amendment to Certificate of Designation of Class A Preferred Stock
3.2	Amendment to Certificate of Designation of Class B Preferred Stock

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

Exhibit 3.2