8-K: Current report filing
Published on December 19, 2019
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): December 14, 2019
CRYOPORT, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34632 | 88-0313393 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
||
| 112 Westwood Place, Suite 350, Brentwood, TN | ||||
| (Address of principal executive offices, including zip code) | ||||
| Registrant’s telephone number, including area code: (949) 470-2300 | ||||
| Not Applicable | ||||
| (Former name or former address, if changed since last report) | ||||
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | CYRX | The NASDAQ Stock Market LLC | ||
| Warrants to purchase Common Stock | CYRXW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.02 | Unregistered Sales of Equity Securities. |
On December 14, 2019, all outstanding principle and accrued interest under the convertible note in the original principal amount of $15,000,000 issued by Cryoport, Inc. (the “Company”) to Petrichor Opportunities Fund I LP (“Petrichor”) on December 14, 2018, as amended on July 9, 2019 (as amended, the “Note”), converted into 1,172,305 shares of common stock of the Company as a result of a mandatory conversion under the terms of the Note.
On the conversion date, the outstanding principal under the Note was $15,000,000 and the accrued interest under the Note was $417,500. Pursuant to the terms of the Note, the outstanding principal converted into common stock of the Company at a rate of $13.11 per share and the accrued interest converted into common stock of the Company at a rate of approximately $14.837 per share, which was the average volume-weighted average price of the Company’s common stock for the 15 consecutive trading days prior to the conversion date.
The shares of common stock of the Company were issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended.
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.
| Date: December 19, 2019 | Cryoport Inc. |
| /s/ Robert Stefanovich | |
| Robert Stefanovich | |
| Chief Financial Officer |