Securities Registration: Employee Benefit Plan (s-8)
June 24 2021 - 5:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 24, 2021
Registration No.
333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
Cryoport, Inc.
(Exact name of registrant
as specified in its charter)
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Nevada
(State or other jurisdiction
of
incorporation or organization)
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88-0313393
(I.R.S. Employer
Identification Number)
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112 Westwood Place, Suite 350
Brentwood, TN 37027
(Address of principal executive offices, including zip code)
Cryoport, Inc. 2018 Omnibus Equity Incentive Plan
(Full title of the plan)
Robert Stefanovich
Chief Financial Officer
Cryoport, Inc.
112 Westwood Place, Suite 350
Brentwood, TN 37027
(949) 470-2300
(Name, address and telephone
number, including area code, of agent for service)
With a copy to:
Kevin Zen
Snell & Wilmer L.L.P.
600 Anton Boulevard., Suite 1400
Costa Mesa, CA 92626
(714) 427-7000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of
securities to be
registered
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Amount to be
registered (1)(2)
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Proposed maximum
offering price
per share (3)
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Proposed maximum
aggregate
offering price (3)
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Amount of
registration fee (3)
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Common Stock, par value $0.001 per share
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2,850,000
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$60.76
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$173,151,750
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$18,890.86
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement shall also cover any additional shares of registrant’s common stock, par value $0.001 per share (“Common Stock”),
that become issuable under the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended, the “Plan”) by reason of any
stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding
shares of Common Stock, as applicable.
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(2)
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Represents an additional 2,850,000 shares of Common Stock issuable under the Plan. The registrant previously filed a Registration
Statement on Form S-8 (No. 333-225387) with respect to shares of Common Stock issuable under the Plan.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated
under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low
prices of the Common Stock, as reported on the Nasdaq Capital Market on June 21, 2021.
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EXPLANATORY NOTE
This registration statement
is being filed solely for the registration of 2,850,000 additional shares of common stock, $0.001 par value per share (“Common Stock”),
of Cryoport, Inc., a Nevada corporation (the “Registrant”), for issuance pursuant to the Cryoport, Inc. 2018 Omnibus Equity
Incentive Plan (as amended, the “Plan”). Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Registrant’s
prior registration statement relating to the Plan (No. 333-225387) are hereby incorporated by reference in this registration statement,
except as revised in Part II of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed
by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this registration
statement and are deemed to be a part hereof from the date of filing:
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(c)
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The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 19, 2021, January 19, 2021, January 20, 2021
(solely with respect to the information provided therein under Item 8.01 and the exhibits and portions thereof filed under Item 9.01 that
relate to such information), January 25, 2021, February 8, 2021 (solely with respect to the information provided therein under Item 3.02),
March 3, 2021 and May 5, 2021.
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All documents filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports
furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), subsequent to the filing
of this registration statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth
therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
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Exhibit Number
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Description
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4.1
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Amended and Restated Articles of Incorporation of Cryoport, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q filed with the Commission on November 9, 2012)
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4.2
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Amended and Restated Bylaws of Cryoport, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on February 8, 2016)
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4.3
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Amended and Restated Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2015)
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4.4
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Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 20, 2015)
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4.5
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Amendment to Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.6 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on April 17, 2015)
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4.6
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Certificate of Change filed with the Nevada Secretary of State on May 12, 2015 (incorporated by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K filed with the Commission on May 19, 2015)
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4.7
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Amendment to Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.8 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed with the Commission on June 22, 2015)
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4.8
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Amendment to Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.9 to the Registrant’s Amendment No. 4 to Registration Statement on Form S-1 filed with the Commission on June 22, 2015)
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4.9
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Amendment to Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 4, 2015)
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4.10
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Amendment to Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 4, 2015)
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4.11
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Certificate of Amendment filed with the Nevada Secretary of State on November 23, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 1, 2015)
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4.12
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Certificate of Amendment filed with the Nevada Secretary of State on May 30, 2018 (incorporated by reference to Exhibit 3.12 of the Registrant’s Annual Report on Form 10-K filed with the Commission on March 13, 2019)
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4.13
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Certificate of Designation of 4.0% Series C Convertible Preferred Stock of Cryoport, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 1, 2020)
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5.1*
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Opinion of Snell & Wilmer L.L.P.
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23.1*
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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23.2*
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Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
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24.1*
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Power of Attorney (on signature page)
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99.1
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Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended by the First Amendment and the Second Amendment, effective April 30, 2021) (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on May 5, 2021)
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* Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brentwood, State of Tennessee, on June 24, 2021.
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CRYOPORT, INC.
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By:
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/s/ Robert S. Stefanovich
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Robert S. Stefanovich,
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Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Jerrell W. Shelton and Robert S. Stefanovich, and each of them singly (with full power to
each of them to act alone), as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with any and all exhibits thereto, and other documents in connection
therewith, with the Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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/s/ Jerrell W. Shelton
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Chief Executive Officer and Director
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June 24, 2021
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Jerrell W. Shelton
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(Principal Executive Officer)
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/s/ Robert S. Stefanovich
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Chief Financial Officer (Principal Financial
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June 24, 2021
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Robert S. Stefanovich
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and Accounting Officer)
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/s/ Linda Baddour
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Director
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June 24, 2021
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Linda Baddour
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/s/ Richard Berman
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Director
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June 24, 2021
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Richard Berman
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/s/ Daniel M. Hancock
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Director
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June 24, 2021
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Daniel M. Hancock
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/s/ Robert Hariri, M.D., Ph.D.
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Director
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June 24, 2021
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Robert Hariri, M.D., Ph.D.
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/s/ Ram M. Jagannath
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Director
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June 24, 2021
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Ram M. Jagannath
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/s/ Ramkumar Mandalam, Ph.D.
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Director
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June 24, 2021
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Ramkumar Mandalam, Ph.D.
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/s/ Edward Zecchini
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Director
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June 24, 2021
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Edward Zecchini
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