8-K: Current report filing
Published on February 5, 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 3, 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
5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
On
February 3, 2010, CryoPort, Inc. (the “Company”) filed a Certificate
of Amendment to Amended and Restated Articles of Incorporation (“Certificate of
Amendment”) in order to effect a 1-for-10 reverse stock split of the Company
common stock effective as of the opening of trading of the Company’s common
stock on the OTC Bulletin Board on Friday, February 5, 2010.
As a
result of the reverse stock split, every 10 shares of the Company's issued and
outstanding common stock will be combined into 1 share of common stock. The
reverse stock split will not change the number of authorized shares of the
Company's common stock.
No
fractional shares will be issued in connection with the reverse stock split. If,
as a result of the reverse stock split, a stockholder would otherwise hold a
fractional share, the Company will receive cash in an amount equal to the
product obtained by multiplying (a) the fraction to which the stockholder would
otherwise be entitled by (b) the per share closing sales price of the Company’s
common stock on the day immediately prior to the effective time of the reverse
split, as adjusted for the reverse stock split.
Following
the reverse stock split, the Company expects to have approximately 5.05 million
shares of common stock outstanding. The reverse stock split will affect all
shares of the Company's common stock, including common stock underlying stock
options and warrants that are outstanding immediately prior to the effective
time of the reverse stock split.
Additional
information about the reverse stock split is available in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on
September 11, 2009.
The
Certificate of Amendment is attached hereto as Exhibit 3.4.3 and is incorporated
by reference herein. The press release announcing the reverse stock split is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS
(c) Exhibits.
The following material is filed as an exhibit to this Current Report on Form
8-K:
Exhibit
Number
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3.4.3
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Certificate
of Amendment to Amended and Restated Articles of
Incorporation
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99.1
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Press
Release of CryoPort, Inc., dated February 4, 2010, announcing reverse
stock split
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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.
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CRYOPORT,
INC.
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Date:
February 5, 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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3.4.3
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Certificate
of Amendment to Amended and Restated Articles of
Incorporation
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99.1
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Press
Release of CryoPort, Inc., dated February 4, 2010, announcing reverse
stock split
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