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):
January 12, 2015
CRYOPORT,
INC.
(Exact name of registrant as specified in
its charter)
Nevada |
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001-34632 |
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88-0313393 |
(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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20382 Barents Sea Circle, Lake Forest, California 92630 |
(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: (949) 470-2300 |
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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)) |
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2015,
the Board of Directors (the “Board”) of Cryoport, Inc. (the “Company”) elected Richard J. Berman to the
Board.
Mr.
Berman has more than 35 years of venture capital, management and merger
and acquisitions experience. He currently serves as a director of four public companies: NeoStem, Inc. (NASDAQ: NBS), Advaxis,
Inc. (OTC: NIVM.OB), Lustros, Inc. (OTC: LSLD) and MetaStat Inc. (OTC: MTST), and has served as a director and/or officer of more
than a dozen public and private companies. His previous experience includes positions at Goldman Sachs and as Senior Vice President
of Bankers Trust Company. Some of his more notable positions include his service from 2006-2011 as Chairman of National Investment
Managers (OTC: NIVM.OB), a company with $12 billion in pension administration assets. In 2012, he became vice chairman of Energy
Smart Resources, Inc., a privately-held company. From 2004-2010, Mr. Berman served as a Director of NexMed Inc., a public biotech
company. In 2008, Mr. Berman became its Chairman and CEO. In 2010 he merged the company with Apricus Biosciences. From 1998 to
2000, Mr. Berman was Chairman and CEO of Internet Commerce Corporation (now Easylink Services (NASDAQ: ESIC)), and thereafter,
Chairman until 2001. Mr. Berman arranged the company’s acquisition of Easylink Services International in 2007. The company
was sold for more than $300 million in 2012, and he stayed on as lead director and a member of all three committees. He served
as CEO of Prestolite Battery Company of Canada from 1984-1992, and in 1991 he was responsible for creating the largest battery
company in the world by merging Prestolite with General Battery and Exide to form Exide Technologies (OTC: XIDEQ), an $800 million
company.
Mr.
Berman is a past director of the Stern School of Business of NYU, where he received his B.S. and M.B.A. He also holds two law degrees,
a J.D. from Boston College and a Special Certificate from The Hague Academy of International Law.
There have been no
related party transactions between the Company and Mr. Berman, and there were no arrangements or understandings between Mr. Berman
and any other person pursuant to which he was selected as director.
As non-employee director,
he will participate in the Company’s director compensation plan governed by the Compensation Committee and will receive an
initial grant to purchase 200,000 shares of the Company’s common stock upon joining the Board. In addition, Mr. Berman elected
to receive shares of unregistered common stock of the Company in lieu of cash compensation for his services as a director and chairman
of the audit and compensation committees of the Company. Under the director compensation plan, Mr. Berman will be issued shares
of common stock for his services calculated by dividing the quarterly cash compensation of $17,500 by the volume weighted average
price of the Company’s common stock for the last five days of the trading month ending each quarter multiplied by 1.15.
He will also be the
Chairman of the Company’s Compensation Committee and the Company’s Audit Committee and a member of the Governance and
Nominating Committee.
A
copy of the press release announcing Mr. Berman’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1
and is incorporated herein by this reference.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits. The
following material is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
Number
99.1 Press Release, dated January 12, 2015.
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.
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CRYOPORT, INC. |
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Date: January 13, 2015 |
By: |
/s/ Robert Stefanovich |
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Robert Stefanovich |
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Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
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Number |
Description |
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99.1 |
Press Release, dated January 12, 2015, issued by the
Registrant. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Cryoport
Appoints Richard J. Berman to its Board of Directors
Lake Forest, CA, January 12, 2015 - Cryoport, Inc. (OTCBB:CYRX)
(“Company”), the leading provider of advanced cryogenic logistics solutions for life sciences serving markets including
immunotherapies, stem cells, cell lines, contract research organizations , vaccine manufacturers, and IVF, today announced the
appointment of Richard J. Berman to its Board of Directors. Mr. Berman will also serve as Chairman of the Audit Committee and Compensation
Committee.
Mr. Berman is a seasoned senior executive and public company
board member with extensive experience across industries but more specifically with biotechnology and life sciences companies.
His business career consists of more than 35 years of venture capital, management, and merger and acquisitions experience. He has
served as a director or officer of more than a dozen public and private companies.
Mr. Berman currently serves as a director of four public companies
including NeoStem, Inc. (NASDAQ : NBS), a leader in cellular therapy with a melanoma therapy entering Phase II clinical
trials. He is also a director at Advaxis, Inc. (NASDAQ: ADXS), which is in various stages of clinical trials for
cervical cancer, prostate cancer and breast cancer having recently raised $40M. Mr. Berman is Chairman of the Board of MetaStat,
Inc. (OTCQB: MTST), which is developing a medical technology for predicting cancer mestasis
and he serves as a board member of Lustros, Inc. (OTCQB:LSTS), which is the leading manufacturer of food quality
copper sulfate manufactured under a patented process and used to control bacterial and fungal diseases in crops, and as an appetite
stimulant for animals.
He currently serves as Vice Chairman of Energy Smart Resources,
Inc., a privately held company, and was Chairman of National Investment Managers (OTC: NIVM.OB), with $12 billion in pension administration
assets, from 2006 to 2011. From 2004 to 2010, Mr. Berman served as a Director of NexMed Inc., a public biotech company and as its
Chairman and CEO from 2008 to 2010 when the company was merged with Apricus Biosciences.
Mr. Berman was Chairman and CEO of Internet Commerce Corporation,
currently Easylink Services (NASDAQ: ESIC), from 1998 to 2000, and thereafter, Chairman until 2001. In 2012, he served as CEO of
Prestolite Battery Company of Canada from 1984 through 1992, where he was responsible for creating the largest battery company
in the world by merging with General Battery and Exide to form Exide Technologies (OTC: XIDEQ), with $800 million in revenues.
Prior to that, Mr. Berman held executive positions at Goldman Sachs and Bankers Trust Company.
Mr. Berman is a past director of the Stern School of Business
of NYU, where he received his B.S. and M.B.A. He also holds a J.D. from Boston College and a Special Certificate from The Hague
Academy of International Law.
“For such an experienced life sciences industry expert
to join our board is a strong validation of Cryoport’s position in the industry as a premier service provider for the life
sciences. It is also a testament to Cryoport’s business strategy, which combines our state-of-the-art cryogenic packaging
and advanced information technology with logistics expertise to provide reliable cryogenic logistics solutions to support our clients’
needs in the advancing pipeline of life science products.” said Jerrell Shelton, CEO of Cryoport.
Mr. Berman stated, “I look forward to sharing my experience
in finance and the life sciences to help Cryoport execute on its financing plans and corporate strategy. In addition, I think I
can assist in the identification and evaluation of new business opportunities. Cryoport provides a vital and enabling service to
the development of the life sciences industry with a management team that is dedicated to execution. I feel privileged to be a
part of this dynamic company’s future and will endeavor to actively support it in every aspect.”
Richard Rathmann, Chairman of the Board of Cryoport, said, “We
are fortunate to have Richard join our Board. He brings new insights into the financing of microcap companies and valuable knowledge
of the life sciences that will help our company move forward.”
About Cryoport, Inc.
Cryoport provides leading edge frozen logistics
solutions to the life sciences industry through the combination of purpose-built proprietary packaging, information technology
and specialized cold chain logistics expertise. Its competencies range from skilled, total turnkey management of the entire life
sciences cold chain logistics process to complex total management solutions for outsourced cold chain logistics.
Its packaging, built around its Cryoport
Express® liquid nitrogen dry vapor shippers, is validated to maintain a constant -150°C temperature for a 10-plus day
dynamic shipment duration. Its information technology boast a Cryoportal™ Logistics Management Platform which manages the
entire shipment process, including initial order input, document preparation, customs clearance, integrator/courier management,
shipment tracking, issue resolution, and delivery. Cryoport uses recyclable and reusable components providing an environmentally
friendly solution. Cryoport solutions can record the “chain of condition” and “chain of custody” for shipments
thereby meeting the exacting requirements for scientific work and for regulatory purposes. For more information, visit www.cryoport.com.
Forward Looking Statements
Statements in this news release which
are not purely historical, including statements regarding Cryoport, Inc.’s intentions, hopes, beliefs, expectations, representations,
projections, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. It is important to note that the company's actual results could differ materially from those in any such forward-looking
statements. Factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties
associated with the effect of changing economic conditions, trends in the products markets, variations in the company's cash flow,
market acceptance risks, and technical development risks. The company’s business could be affected by a number of other factors,
including the risk factors listed from time to time in the company's SEC reports including, but not limited to, the annual report
on Form 10-K for the year ended March 31, 2013. The company cautions investors not to place undue reliance on the forward-looking
statements contained in this press release. Cryoport, Inc. disclaims any obligation, and does not undertake to update or revise
any forward-looking statements in this press release.
Investor Contacts:
Todd Fromer / Garth Russell
tfromer@kcsa.com / grussell@kcsa.com
P: 1 212-682-6300