NT 10-K: Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT
Published on June 29, 2009
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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OMB
APPROVAL
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OMB
Number: 3235-0058
Expires:
June
30, 2009
Estimated
average burden hours
per response . . . . . 2.50
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FORM
12b-25
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SEC
FILE NUMBER
000-51578
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CUSIP
NUMBER
229050109
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NOTIFICATION OF LATE
FILING
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(Check one): x Form
10-K ¨ Form 20-F
¨ Form
11-K o Form 10-Q
¨ Form
10-D ¨ Form
N-SAR
¨ Form
N-CSR
For
Period Ended: March 31,
2009
¨ Transition
Report on Form 10-K
¨ Transition
Report on Form 20-F
¨ Transition
Report on Form 11-K
¨ Transition
Report on Form 10-Q
¨ Transition
Report on Form N-SAR
For the
Transition Period Ended: __________________________
Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing in this form shall be
construed to imply that the Commission has verified any information contained
herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
CRYOPORT, INC.
Full Name
of Registrant
N/A
Former
Name if Applicable
20382 BARENTS SEA
CIRCLE
Address
of Principal Executive Office (Street and
Number)
LAKE FOREST, CA
92630
City,
State and Zip Code
PART II — RULES 12b-25(b) AND
(c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort
or expense
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR
or Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report
on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed
due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if
applicable.
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PART III —
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The
Registrant is in process of completing the report, however, the Registrant
requires additional time to complete the financial statements required by the
Registrant's Annual Report on Form 10-K (the "Form 10-K"). As a result, the
Registrant will not be able to timely file the Form 10-K without unreasonable
effort and expense. The Registrant anticipates it will be able to file the Form
10-K within the extension period permitted by this filing.
(Attach
extra Sheets if Needed)
PART IV — OTHER
INFORMATION
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Name
and telephone number of person to contact in regard to this notification
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Dee S.
Kelly
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949
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470-2300
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was
required to file such report(s) been filed ? If answer is no, identify
report(s).
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x Yes ¨ No
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject
report or portion thereof ?
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x Yes ¨ No
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
During
the quarter ended March 31, 2009, CryoPort, Inc.’s (the “Company”) October 2007
and May 2008 Convertible Debenture Agreements were amended to reflect changes to
the monthly redemptions of principal, the quarterly payments of interest and
changes to the October 2007 and May 2008 Warrants related to the original
October 2007 and May 2008 Debentures. This Amendment, effective January
27, 2009, to the October 2007 Debentures has been accounted for by the Company
as an extinguishment of debt in accordance with EITF Issue No. 96-19 and EITF
Issue No. 06-6. The total loss on extinguishment of debt recorded by
the Company as a result of changes to the October 2007 and May 2008 Debentures
from the January Amendment discussed above totaled $4,035,360 which the Company
has included in the loss on extinguishment of debt in the consolidated statement
of operations for the year ended March 31, 2009.
Cryoport, Inc.
(Name of Registrant as Specified in
Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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| Date June 29, 2009 | By: |
/s/ Larry G.
Stambaugh
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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GENERAL
INSTRUCTIONS
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1.
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This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of
1934.
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2.
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One
signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public record
in the Commission files.
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3.
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A
manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
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4.
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Amendments
to the notifications must also be filed on Form 12b-25 but need not
restate information that has been correctly furnished. The form
shall be clearly identified as an amended
notification.
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5.
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Electronic
Filers: This form shall not be used by electronic filers
unable to timely file a report solely due to electronic
difficulties. Filers unable to submit reports within the time
period prescribed due to difficulties in electronic filing should comply
with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (§232.13(b) of this
chapter).
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6.
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Interactive data
submissions: This form shall not be used by electronic
filers with respect to the submission or posting of an Interactive Data
File (§232.11 of
this chapter). Electronic filers unable to submit or post an
Interactive Data File within the time period prescribed should comply with
either Rule 201 or 202 of Regulation S-T (§232.201 and
§232.202 of
this chapter).
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