Amended Current Report Filing (8-k/a)
June 14 2019 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 14, 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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¨
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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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¨
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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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¨
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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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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.
¨
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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Form 8-K/A
Explanatory Note
On May 14, 2019, Cryoport,
Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that on May
14, 2019, the Company closed its acquisition of CryoGene Partners, a Texas general partnership doing business as Cryogene Labs
(“CryoGene”). This Form 8-K/A amends the Original Form 8-K to include the historical audited financial statements of
CryoGene and the pro forma condensed combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were
excluded from the Original Form 8-K in reliance on the instructions to such items. Except as provided herein, the disclosures made
in the Original From 8-K remain unchanged.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired
. The audited financial statements of CryoGene as of and for the years ended
December 31, 2018 and 2017 are filed herewith as Exhibit 99.1 and incorporated by reference.
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(b)
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Pro Forma Financial Information
. The unaudited pro forma condensed combined financial information of the Company
and CryoGene as of and for the year ended December 31, 2018 is filed herewith as Exhibit 99.2 and incorporated by
reference.
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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 14, 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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