Current Report Filing (8-k)
October 30 2019 - 6:14AM
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):
October 28, 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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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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. ¨
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 28, 2019,
Cryoport, Inc. (the “Company”) entered into an employment agreement effective November 1, 2019 (the “Agreement”)
with Mr. Robert S. Stefanovich with respect to his continued employment as Senior Vice President, Chief Financial Officer and Treasurer
of the Company. Prior to entering into the Agreement, Mr. Stefanovich did not have a written employment agreement.
The Agreement provides
for an annual base salary in an amount determined by the Company’s Compensation Committee of the Board of Directors of the
Company. Mr. Stefanovich is eligible to participate in the equity incentive plans and cash bonus plans adopted by the Company
from time-to-time. Neither Mr. Stefanovich’s annual base salary nor his participation in equity incentive plans or cash bonus
plans were modified in connection with entering into the Agreement.
If Mr. Stefanovich
terminates the Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he
earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled
to continuation of base salary for eighteen (18) months following termination. Mr. Stefanovich has agreed not to solicit or encourage
or attempt to solicit or encourage any employee of the Company to leave employment with the Company during the term of the Agreement
and for a period of eighteen (18) months following the termination of the Agreement. The Agreement has an initial term of three
years.
On October 28, 2019,
the Company also entered into the First Amendment to Employment Agreement effective November 1, 2019 (the “Amendment”)
with Mr. Jerrell W. Shelton, which amended that certain Employment Agreement effective as of June 1, 2017 between the Company and
Mr. Shelton, to increase the number of months that Mr. Shelton is entitled to continuation of base salary in the event he is terminated
without cause or he terminates for good reason from eighteen (18) months to twenty-four (24) months.
The foregoing descriptions
of the Agreement and the Amendment are qualified in their entirety by reference to the full text of the Agreement and the Amendment,
which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
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
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: October 28, 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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