8-K: Current report filing
Published on September 3, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): August 29,
2008
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CryoPort,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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000-51578
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88-0313393
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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20382
Barents Sea Circle, Lake Forest, California
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92630
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (949)
470-2300
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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 1 4a- 12 under the Exchange Act (17 CFR 240.1
4a- 12)
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[
]
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Pre-commencement
communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR
240.1 4d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR
240.1 3e-4(c))
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Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On August
29, 2008, the Company entered into an “Amendment to Debentures, Agreement and
Waiver” ( the “Agreement”) with BridgePointe Master Fund, Ltd. and
the Enable Funds (the “2007 Debenture Holders”), to amend the Company’s Original
Issue Discount 8% Senior Secured Convertible Debenture dated September 27, 2007
(the “September 2007 Debentures”), first amended on February 14, 2008. The
Agreement waives quarterly interest payments for each of the 2007 Debenture
Holders that would otherwise been due on October 1, 2008 and January 1,
2009. The Agreement also deletes the definition of “Monthly
Redemption Date” in Section 1 of the September 2007 Debentures, and replaces it
in its entirety with the following:
“Monthly
Redemption Date” means the 1st of each
month, commencing upon December 31, 2008, and terminating upon full redemption
of this Debenture.”
In
consideration for entering into the Agreement, the 2007 Debenture Holders
receive an increase to the outstanding principal amount of the September 2007
Debentures as follows:
The
outstanding principal amount of each 2007 Debenture is hereby increased to an
amount equal to 115% of the sum of (i) the outstanding principal amount of such
September 2007 Debenture immediately prior to the entering of this Agreement,
plus (ii) an amount equal to the additional amount of interest that would have
accrued on the September 2007 Debenture from July 1, 2008 through December 31,
2008.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
4.1.3 Amendment
to Debentures, Agreement and Waiver, dated August 29, 2008.
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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(Registrant)
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Date:
September 3, 2008
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By: /s/ Peter
Berry
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Peter
Berry,
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Chief
Executive Officer, President
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