8-K: Current report filing
Published on January 15, 2010
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, 2010
CRYOPORT, INC.
(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
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
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(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
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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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
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o
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Soliciting
material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
January 12, 2010, CryoPort, Inc. (the “Registrant”) entered into an Amendment to
Debentures and Warrants, Agreement and Waiver (the “2010 Amendment”) with Enable
Growth Partners LP (“EGP”), Enable Opportunity Partners LP (“EOP”), Pierce
Diversified Strategy Master Fund LLC, Ena (“Pierce” and, collectively with EGP
and EOP, “Enable”), and BridgePointe Master Fund Ltd (“BridgePointe”)
(individually referred to as “Holder” and collectively as the “Holders”), who
are the Holders of the Registrant’s outstanding Original Issue Discount 8%
Senior Secured Convertible Debentures dated September 27, 2007 and Original
Issue Discount 8% Secured Convertible Debentures dated May 30, 2008
(collectively, the “Debentures”) and associated warrants to purchase common
stock (the “Warrants”), as such Debentures and Warrants have been amended to
date. The effective date of the 2010 Amendment is January 12,
2010. The purpose of the 2010 Amendment was to restructure the
Registrant’s obligations under the outstanding Debentures in order to
temporarily defer payment of the monthly principal payments (which was
previously deferred from January 1, 2010) and to obtain the Holders’ consent,
subject to certain conditions, to a Public Offering (as defined below) and a
reverse stock split.
The
following is a summary of the material terms of the 2010 Amendment and is
qualified in its entirety by reference to the Amendment, a copy of which is
filed herewith as Exhibit 4.1.6 and incorporated herein by this
reference.
Pursuant
to the 2010 Amendment, the Holders agreed to defer until March 1, 2010 the
Registrant’s obligation to make the January 1, 2010 and February 1, 2010
debenture amortization payments (each in the aggregate amount of
$200,000). In addition, subject to the Registrant’s consummation of a
public offering for gross proceeds of not less than $10,000,000 at a per unit
price (each unit consisting of one share of common stock and one warrant to
purchase one share of common stock) of not less than $0.40 per unit (“Public
Offering”) and obtaining the listing of the Registrant’s common stock and
warrants offered thereby on the NASDAQ Capital Market by no later than March 1,
2010, the Holders have consented to the Public Offering and the Registrant’s
effecting a reverse stock split of its outstanding common stock at a ratio not
to exceed 15-to-1 (the maximum ratio previously approved by the Registrant’s
stockholders at its 2009 Annual Stockholders Meeting). Additionally,
subject to the consummation of the Public Offering, the Holders have agreed,
among other items, to the following:
1. Enable
and BridgePointe will each convert $1,357,215 in principal amount of the
outstanding principal balance of such Holder's Debenture in exchange for a
number of shares of the Registrant’s common stock which, when added to the
shares of common stock then owned by such Holder, will represent 9.9% of the
outstanding shares of the Registrant’s common stock after giving effect the
consummation of the Public Offering;
2. the
Registrant’s payment in full, from the net proceeds of the Public Offering and
within five days following the consummation thereof, of the remaining
outstanding principal balance of the Debentures following the foregoing
conversion (estimated to be $3,266,995 in the aggregate);
3. each
Holder will release its security interest in the Registrant’s and its
subsidiary's assets, including all intellectual property; and
4. the
termination of certain anti-dilution provisions contained in the warrants held
by the Holders and the Holders’ right to maintain a fully-diluted ownership of
the Registrant’s common stock equal to 34.5%.
In
addition, subject to the occurrence of the foregoing, the Registrant has agreed
to reduce the exercise price of the warrants held by the Holders from $0.45 per
share to $0.40 per share, with no corresponding increase in the number of shares
issuable upon the exercise of the warrants.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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4.1.6
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Amendment
to Debentures and Warrants, Agreement and Waiver dated January 12,
2010
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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.
| CRYOPORT, INC. | |||
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Date:
January 15, 2010
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By:
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/s/ Larry G. Stambaugh | |
| Larry G. Stambaugh | |||
| Chief Executive Officer and Chairman | |||
Exhibit
Index
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Exhibit
No.
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Description
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4.1.6
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Amendment
to Debentures and Warrants, Agreement and Waiver dated January 12,
2010
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