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): March 15, 2022

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. ¨

On March 15, 2022, Cryoport, Inc. (the “Company”) entered into an employment agreement (the “Agreement”) with Dr. Mark Sawicki with respect to his continued employment as Chief Scientific Officer of the Company and Chief Executive Officer of Cryoport Systems, LLC, a subsidiary of the Company. Prior to entering into the Agreement, Dr. Sawicki did not have a written employment agreement.

The Agreement provides for an annual base salary in an amount determined by the Company’s Compensation Committee of the Board of Directors of the Company. Dr. Sawicki is eligible to participate in the equity incentive plans and cash bonus plans adopted by the Company from time-to-time. Neither Dr. Sawicki’s annual base salary nor his participation in equity incentive plans or cash bonus plans were modified in connection with entering into the Agreement.

If Dr. Sawicki terminates the Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation of base salary and payment of COBRA premiums for eighteen (18) months following termination. Dr. Sawicki has agreed not to solicit or encourage or attempt to solicit or encourage any employee of the Company to leave employment with the Company during the term of the Agreement and for a period of eighteen (18) months following the termination of the Agreement. The Agreement has an initial term of three years.

On March 15, 2022, the Company also entered into the Second Amendment to Employment Agreement (the “Amendment”) with Mr. Jerrell W. Shelton, which amended that certain Employment Agreement effective as of June 1, 2017 between the Company and Mr. Shelton, as previously amended, to extend the term of the agreement to June 1, 2026 and to include all forms of equity awards, instead of just options, into clauses providing for acceleration in the event of a termination by the Company without cause or by Mr. Shelton for good reason.

The foregoing descriptions of the Agreement and the Amendment are qualified in their entirety by reference to the full text of the Agreement and the Amendment, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Exhibit

Number

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.