8-K: Current report filing
Published on February 3, 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): February 1, 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):
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425).
o
Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17
CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
On
February 1, 2010, CryoPort, Inc. (the “Registrant”) entered into an Amendment
Agreement (the “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 Amendment
Agreement amends certain terms of that certain to Debentures and Warrants,
Agreement and Waiver dated January 12, 2010 (the “January 2010 Amendment”)
between the parties.
The
following is summary of the material terms the Amendment and is qualified in its
entirety by reference to the Amendment, a copy of which is filed herewith as
Exhibit 4.1.7 and incorporated herein by this reference.
Pursuant
to the Amendment, the 2010 Amendment has been modified to provided that Enable
and BridgePointe will each convert $1,357,215 (the “Required Conversion Amount”)
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
(the “Conversion Shares”) determined by dividing such principal amount by that
portion of the unit offering price for the Public Offering (as defined in the
January 2010 Amendment) being allocated to the share of common stock contained
in the unit, or (15/16ths) of the unit offering price (the “Common Stock
Offering Price”) (provided, however, that such conversion price shall not exceed
and will be capped at $1.00 per share, which shall be adjusted to give effect to
the reverse stock split previously approved by the Holders).
In
consideration of the Holders’ agreement to modify the foregoing conversion
price, the Registrant has agreed to issue and deliver to each of BridgePointe
and Enable a warrant (the “Offering Make-Up Warrant”) to purchase a number of
shares of common stock equal to the difference between the number of Reference
Shares (as defined below) and the number of Conversion Shares. The
exercise price of the Offering Make-up Warrant shall be equal to the Common
Stock Offering Price, provided that the exercise price of the Offering Make-Up
Warrants shall not exceed and shall be capped at $1.00 per share (as adjusted
for any reverse stock split), and the term of exercise of the Offering Make-Up
Warrant shall be five years from the date of closing of the Public
Offering. The other terms of the Offering Make-Up Warrants shall be
identical to the terms of the other warrants previously issued to the Holders,
as amended. For purposes hereof, the Reference Shares shall mean the
number of shares determined by dividing the Required Conversion Amount by $0.45
per share (as adjusted for any reverse stock split).
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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4.1.7
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Amendment
Agreement dated February 1, 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:
February 3, 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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4.1.7
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Amendment
Agreement dated February 1, 2010
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