Current Report Filing (8-k)
June 24 2019 - 5:21PM
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):
June 19, 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 of 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.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
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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 8.01 Other Events
Underwritten Public Offering of Common Stock
On June 24, 2019, Cryoport, Inc. (the “Company”)
completed an underwritten public offering (the “Offering”) of 4,312,500 shares of its common stock, par value $0.001
per share (the “Shares”). The Shares were issued and sold pursuant to an underwriting agreement (the “Underwriting
Agreement”), dated June 19, 2019, by and among the Company, on the one hand, and Jefferies LLC and SVB Leerink LLC, as representatives
of the underwriters named in Schedule A thereto (collectively, the “Underwriters”), on the other hand, at a public
offering price per share of $17.00. The Shares include 562,500 shares issued and sold pursuant to the Underwriters’ exercise
in full of their option to purchase additional shares of common stock pursuant to the Underwriting Agreement. The Company will
receive net proceeds of approximately $68.8 million from the Offering after deducting underwriting discounts and commissions and
estimated offering expenses payable by the Company.
Certain of the Underwriters and their affiliates
have provided in the past to the Company and its affiliates and may provide from time to time in the future certain commercial
banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of
their business, for which they have received and may continue to receive customary fees and commissions.
The Offering was made pursuant to the Company’s
effective registration statement on Form S-3 (Registration Statement No. 333-230237) previously filed with the Securities and Exchange
Commission and a prospectus supplement. The foregoing is only a brief description of the terms of the Underwriting Agreement, does
not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions
contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is attached hereto as Exhibit
1.1 to this Current Report on Form 8-K. A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance
and sale of the Shares is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.
On June 19, 2019, the Company issued a
press release announcing the launch of the Offering. A copy of the Company’s press release is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K.
On June 19, 2019, the Company issued a
press release announcing the pricing of the Offering. A copy of the Company’s press release is attached hereto as Exhibit
99.2 to this Current Report on Form 8-K.
Deferral of Mandatory Conversion of Convertible Note
On June 24, 2019, the Company and Petrichor
Opportunities Fund I LP (the “Holder”) agreed to temporarily delay the effectiveness of the mandatory conversion provisions
of the Company’s convertible note issued to the Holder (the “Note”), dated as of December 14, 2018, such that
in the event the mandatory conversion provisions under Section 3.5 of the Note are triggered prior to July 10, 2019, the Mandatory
Conversion Date (as defined in the Note) shall be deemed to occur on July 10, 2019.
Item 9.01 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: June 24, 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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