into a Material Definitive Agreement.
On May 14, 2019, Cryogene,
Inc., a Texas corporation (“Buyer”) and a wholly owned subsidiary of Cryoport, Inc., a Nevada corporation (“Cryoport”),
and CryoGene Partners, a Texas general partnership doing business as Cryogene Labs (“CryoGene” or “Seller”),
entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”). CryoGene generated revenues of approximately
$3.9 million in 2018 and approximately $3.4 million in 2017 and is expected to be immediately accretive to Cryoport’s earnings.
The closing of the transaction contemplated in the Asset Purchase Agreement occurred simultaneously with the execution of the
Asset Purchase Agreement on May 14, 2019.
Pursuant to the terms
and subject to the conditions of the Asset Purchase Agreement, Buyer acquired substantially all of the assets of Seller, including,
without limitation, tangible personal property, intellectual property assets, inventory, and certain contracts related to Seller’s
temperature-controlled biostorage and biobanking solutions business located in Houston, Texas (the foregoing, the “Purchased
Assets”), and assumed certain related liabilities.
The aggregate purchase
price for the Purchased Assets is $20.5 million in cash, subject to adjustment as described in the Asset Purchase Agreement (the
“Total Consideration”), $1 million of which is being deposited into an escrow account to serve as an escrow fund for
any indemnifiable losses of Buyer under the Asset Purchase Agreement.
Buyer and Seller have
made customary representations and warranties in the Asset Purchase Agreement, as well as certain covenants, including, among other
things, that Seller will abide by certain non-competition and non-solicitation covenants.
The Asset Purchase
Agreement contains indemnification rights for each of Buyer and Seller for breaches of representations and warranties and covenants,
as well as certain other matters, subject to customary deductibles, caps and other limitations.
The foregoing description
of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Asset Purchase
Agreement, which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated
herein by reference.
Cautionary Statement Regarding Forward-Looking
in this Current Report on Form 8-K, including statements about the expected benefits of the transaction, are “forward-looking”
statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to future events and financial
performance. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those
contemplated (expressed or implied) by such forward-looking statements, because of, among other things, the risks and uncertainties
you can find in our Securities and Exchange Commission filings, including the risk factors identified under the heading “Risk
Factors” in Cryoport’s most recent Annual Report on Form 10-K and in its subsequent filings. Any forward-looking
statement speaks only as of the date on which it is made. Cryoport does not undertake or assume any obligation to update or revise
any forward-looking statement, whether as a result of new information, future events or otherwise.