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 25, 2021

CRYOPORT, INC. 

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

Election of Director

On February 25, 2021, the Board of Directors (the “Board”) of Cryoport, Inc. (the “Company”) elected Linda Baddour as a member of the Board, effective March 15, 2021. Ms. Baddour has not been appointed to any Board committees at this time.

There is no arrangement or understanding between Ms. Baddour and any other person pursuant to which she was selected as a director, and Ms. Baddour does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Ms. Baddour will receive the same compensation as the Company’s other non-employee directors as described under “Executive Compensation—Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2020.

Ms. Baddour is an experienced senior executive with over twenty years of experience across healthcare, life sciences and pharmaceuticals. Ms. Baddour has served on the board of directors of Waters Corporation (NYSE: WAT), a publicly traded analytical laboratory instrument and software company, since 2018, as well as Genstar Capital portfolio companies, Advarra, since 2019, and Signant Health, since 2020. From 2007 to 2018, Ms. Baddour served as Executive Vice President and Chief Financial Officer of PRA Health Sciences, Inc., a global contract research organization and data science company. During Ms. Baddour’s tenure, PRA Health Sciences grew from approximately 3,000 employees to over 17,000. From 1995 to 2007, Ms. Baddour worked at Pharmaceutical Product Development, Inc., a contract research organization, serving in various roles, including as Chief Financial Officer, Treasurer and Chief Accounting Officer. Ms. Baddour earned both a B.A. and M.B.A. from the University of North Carolina at Wilmington, and is a certified public accountant.

On March 3, 2021, the Company issued a press release announcing the election of Ms. Baddour. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Amendment to Cryoport, Inc. 2018 Omnibus Equity Incentive Plan

On February 25, 2021, the Board approved the first amendment (the “First Amendment”) to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (the “Plan”). The Plan was amended to, among other things: (i) clarify the ability of the Board’s Compensation Committee to establish any provisions, rules, procedures, regulations or subplans relating to the implementation and administration of the Plan in foreign countries for participants providing services outside of the United States; (ii) change the governing law of the Plan from California to Nevada; and (iii) make other administrative and non-substantive clarifying changes. The foregoing description of the Plan, as amended by the First Amendment, is not complete and is qualified in its entirety by reference to the full text of the Plan (as amended), which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d)           Exhibits.  

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.