NASHVILLE, Tenn., May 19, 2020 /PRNewswire/ -- Cryoport, Inc.
(NASDAQ: CYRX) ("Cryoport") today announced its intention to offer,
subject to market and other conditions, $100.0 million in aggregate principal amount of
convertible senior notes due 2025 (the "notes") in a private
offering to investors reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). Cryoport also expects
to grant the initial purchasers of the notes a 30-day option to
purchase up to an additional $15.0
million in principal amount of notes.
The notes will be senior, unsecured obligations of Cryoport,
will accrue interest payable semi-annually in arrears and will
mature on June 1, 2025, unless
earlier repurchased, redeemed or converted. At any time before the
close of business on the scheduled trading day immediately before
the maturity date, noteholders may convert their notes at their
option into shares of Cryoport's common stock, together, if
applicable, with cash in lieu of any fractional share, at the
then-applicable conversion rate. The notes will not be redeemable
at Cryoport's election before June 5,
2023. The notes will be redeemable, in whole and not in
part, for cash at Cryoport's option at any time on or after
June 5, 2023, but only if (1) the
last reported sale price per share of Cryoport's common stock
exceeds 130% of the conversion price for a specified period of time
and (2) a registration statement covering the resale of the shares
of Cryoport's common stock issuable upon conversion of the notes is
effective and available for use. The redemption price will be equal
to the principal amount of the notes to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding, the redemption
date. The interest rate, initial conversion rate and other terms of
the notes will be determined at the pricing of the offering.
Cryoport intends to use the net proceeds from the offering
primarily for working capital, inventory development, global
infrastructure buildout and facilities expansion, sales and
marketing and, potentially, acquisitions with strategic impact.
The offer and sale of the notes and the shares of common stock
issuable upon conversion of the notes have not been registered
under the Securities Act or any other securities laws, and unless
so registered, may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any other
applicable securities laws. This press release does not constitute
an offer to sell, or the solicitation of an offer to buy, the notes
or the shares of common stock issuable upon conversion of the
notes, nor will there be any sale of the notes or such shares, in
any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
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SOURCE Cryoport, Inc.