Current Report Filing (8-k)
August 20 2019 - 12:36PM
Edgar (US Regulatory)
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):
August 15, 2019
CRYOPORT,
INC.
(Exact name of registrant as specified in
its charter)
Nevada
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001-34632
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88-0313393
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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17305 Daimler St., Irvine CA 92614
(Address of principal executive offices,
including zip code)
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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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CYRX
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The NASDAQ Stock Market LLC
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Warrants to purchase Common Stock
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CYRXW
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 4.01
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Change in Registrant’s Certifying Accountant
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Appointment of New Independent Registered Public Accounting
Firm
On August 15, 2019,
Cryoport, Inc. (the “Company”), at the direction of the Audit Committee of the Board of Directors of the Company (the
“Audit Committee”), approved the appointment of Ernst & Young LLP (“EY”) as the Company’s new
independent registered public accounting firm, effective upon the dismissal of KMJ Corbin & Company LLP (“KMJ”)
on August 15, 2019.
During the Company’s
two most recent fiscal years ended December 31, 2018 and 2017, and the subsequent interim period through August 15, 2019, neither
the Company nor anyone acting on its behalf consulted with EY regarding either (a) the application of accounting principles to
a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s
financial statements, and neither a written report was provided nor oral advice was provided to the Company that EY concluded was
an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;
or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the
related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).
The Company notified
KMJ on August 15, 2019 that it would be dismissed as the Company’s independent registered public accounting firm,
effective immediately. The decision to change independent registered public accounting firms was approved by the Audit Committee.
KMJ’s reports on the Company’s financial statements for the years ended December 31, 2018 and 2017 did not contain
an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Company’s
two most recent fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through August 15, 2019, there
were (i) no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange
Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with KMJ on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to
the satisfaction of KMJ, would have caused it to make reference to the subject matter of the disagreements in connection with its
reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” within
the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company has provided
KMJ with the disclosures under this Item 4.01(a), and has requested KMJ to furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating
the respects in which it does not agree. KMJ’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
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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.
Date: August 20, 2019
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Cryoport Inc.
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/s/ Robert Stefanovich
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Robert Stefanovich
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Chief Financial Officer
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