8-K: Current report filing
Published on February 26, 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 19,
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
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
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o
Soliciting material pursuant to Rule 14A-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR.14d-2(b))
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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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On
February 19, 2010, CryoPort, Inc. (the “Registrant”) entered into an Amended and
Restated Amendment Agreements (the “February 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 February 2010 Amendment amended and restated the amendment
agreements that the Registrant and Holders entered into on January 12, 2010 and
February 1, 2010. On February 23, 2010, the Registrant and Holders
entered into an additional amendment to modify the February 2010 Amendment. The
following discussion summarizes the terms of the February 2010 Amendment as
modified on February 23, 2010.
Pursuant
to the February 2010 Amendment, the Holders confirmed their prior agreement
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) and their consent to the Registrant’s recent 10-to-1 reverse
stock split. In addition, subject to the Registrant consummating a
public offering of units (each unit consisting of one share of common stock and
one warrant to purchase one share of common stock) for gross proceeds of not
less than $5,000,000 at a per unit price of not less than $3.00 per unit, the
Holders have consented and agreed, among other items, to the
following:
● each
will 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 common stock
determined by dividing such principal amount by the unit offering price for the
public offering;
● with
respect to the remaining outstanding balance of the debentures after the
foregoing conversion, the Registrant would not be obligated to make any
principal or interest payments until March 1, 2011, at which time the Registrant
would be obligated to start making monthly principal and interest payments of
$200,000 for a period of seventeen (17) months with a final balloon payment due
on August 1, 2012. In addition, the future interest that would
accrue on the outstanding principal balance from July 1, 2010 (the date to which
accrued interest was previously added to principal) to March 1, 2011 will be
added to the current principal balance of the debentures;
● the
conversion price of the remaining outstanding balance of each Debenture will be
equal to the lesser of the current conversion price of $4.50 or the unit
offering price;
● the
exercise price of the Warrants currently held by the Holders will be equal to
the lesser of the current exercise price of $4.50 per share or the exercise
price of the warrants included as part of the units sold in this offering and
the exercise period shall be extended to January 1, 2015;
● the
termination of certain anti-dilution provisions contained in the Debentures
and Warrants held by the Holders and their right to maintain a
fully-diluted ownership of our common stock equal to 34.5%;
● the
termination of certain financial covenants; and
● each
will execute a lock-up agreement covering a period of 180 days from the
effective date of the registration statement; provided, however, that in the
event that on any trading day during the lock-up period the trading price of the
Registrant’s common stock exceeds 200% of the offering price of the units, then
each Holder may sell at sales prices equal to or greater than 200% of such unit
offering price a number of shares of common stock on that trading day (such day
referred to as an “Open Trading Day”) equal to up to 10% of the aggregate
trading volume of the Registrant’s common stock on the primary market on which
it is trading on such Open Trading Day, and (ii) in the event on any trading day
during the lock-up period the trading price of the Registrant’s common stock
exceeds 300% of the unit offering price, each Holder may sell at sales prices
equal to or greater than 300% of such unit offering price an unlimited number of
shares of common stock on such Open Trading Day. Sales under the foregoing
clause (ii) on any particular Open Trading Day shall not be aggregated with
sales under the foregoing clause (i) on the same Open Trading Day for purposes
of calculating the 10% limitation under clause (i).
2
In the
event that the Registrant does not consummate this offering at a price of $3.00
per unit for minimum gross proceeds of $5,000,000 by March 15, 2010, then the
foregoing provisions shall be null and void (provided, however, the exercise
period for the warrant shall remain extended to January 1, 2015).
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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4.1.8
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Amended
and Restated Amendment Amendments dated February 19,
2010
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4.1.9
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First
Amendment to Amended and Restated Amendment Amendments dated February 23,
2010
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3
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 25, 2010
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By:
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/s/ Larry G. Stambaugh | |
| Larry G. Stambaugh | |||
| Chief Executive Officer and Chairman | |||
4
Exhibit
Index
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Exhibit
No.
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Description
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4.1.8
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Amended
and Restated Amendment Amendments dated February 19,
2010
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4.1.9
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First
Amendment to Amended and Restated Amendment Amendments dated February 23,
2010
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5