8-K/A: Current report filing
Published on February 29, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): October
2, 2007
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CryoPort,
Inc.
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(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
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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20382
Barents Sea Circle, California
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92630
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(Address
of principal executive offices)
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(Zip
Code)
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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 1 4a- 12 under the Exchange Act (17 CFR
240.1
4a- 12)
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o
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Pre-commencement
communications pursuant to Rule 1 4d-2(b) under the Exchange Act
(17 CFR
240.1 4d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 1 3e-4(c) under the Exchange Act
(17 CFR
240.1 3e-4(c))
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Copies
to:
Marc
J.
Ross, Esq.
Louis
A.
Brilleman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New
York,
New York 10006
Tel:
(212) 930-9700
Fax:
(212) 930-9725
Preliminary
Note
On
October 3, 3007, the Company filed a Current Report on Form 8-K disclosing
a
financing transaction that was completed on October 1, 2007. The Company is
filing this amendment to change some of the disclosures and make the description
of the terms of the transaction more accurate.
Item
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item
3.02 Unregistered Sales of Equity Securities
On
October 1, 2007, Cryoport, Inc. (the “Company”) entered into and completed the
transactions contemplated under a Securities Purchase Agreement with a number
of
accredited investors providing for the issuance of the Company’s Original Issue
Discount 8% Senior Secured Convertible Debentures (the “Debentures”) having a
principal face amount of $4,707,705 and generating gross proceeds to the Company
of $4,001,551. After accounting for commissions and legal and other fees, the
net proceeds to the Company totaled $3,436,551.25.
The
principal amount under the Debentures is payable to the investors in 24 monthly
payments with a combined total of $196,194 beginning March 31, 2008. The Company
may elect to make principal payments in shares of common stock. If the Company
elects to make principal payments in common stock, the conversion rate will
be
the lesser of (a) the Conversion Price (as defined below), or (b) 85% of the
lesser of (i) the average of the volume weighted average price for the ten
consecutive trading days ending immediately prior to the applicable date a
principal payment is due or (ii) the average of such price for the ten
consecutive trading days ending immediately prior to the date the applicable
shares are issued and delivered if such delivery is after the principal payment
date
The
Company may elect to make interest payment in shares of common stock provided,
generally, that the Company is not in default under the Debentures and there
is
then in effect a registration statement with respect to the shares issuable
upon
conversion of the Debentures or in payment of interest due thereunder. If the
Company elects to make interest payment in common stock, the conversion rate
will be the
lesser of (a) the Conversion Price (as defined below), or (b) 85% of the lesser
of (i) the average of the volume weighted average price for the ten consecutive
trading days ending immediately prior to the applicable date an interest payment
is due or (ii) the average of such price for the ten consecutive trading days
ending immediately prior to the date the applicable shares are issued and
delivered if such delivery is after the interest payment date.
At
any
time, holders may convert the Debentures into shares of common stock at a fixed
conversion price of $0.84, subject to adjustment in the event the Company issues
common stock (or securities convertible into or exercisable for common stock)
at
a price below the conversion price as such price may be in effect at various
times (the “Conversion Price”).
Following
the effective date of the registration statement described below, the Company
may force conversion of the Debentures if the market price of the common stock
is at least $2.52 for 30 consecutive days. The Company may also prepay the
Debentures in cash at 120% of the then outstanding principal.
The
Debentures rank senior to all current and future indebtedness of the Company
and
are secured by substantially all of the assets of the Company.
In
connection with the financing transaction, the Company issued to the investors
five-year warrants to purchase 5,604,411 shares of the Company’s common stock at
$0.92 per share and two-year warrants to purchase 1,401,103 shares of common
stock at $0.90 per share and 1,401,103 shares of common stock at $1.60 per
share
(collectively, the “Warrants”).
The
Company also entered into a registration rights agreement with the investors
that requires the Company to register the shares issuable upon conversion of
the
Debentures and exercise of the Warrants within 45 days after the closing date
of
the transaction. If the registration statement is not filed within that time
period or is not declared effective within 90 days after the closing date (120
days in the event of a full review by the Securities and Exchange Commission),
the Company will be required to pay liquidated damages in cash in an amount
equal to 2% of the total subscription amount for every month that the Company
fails to attain a timely filing or effectiveness, as the case may
be.
Joseph Stevens and Company acted as sole placement agent in connection with the transaction. The Company paid to the placement agent cash in the amount of $440,000 and issued warrants to purchase 560,364 shares of the Company’s common stock at $0.84 per share.
All
securities were issued pursuant to an exemption from registration in reliance
on
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), and based on the investors’ representations that they are
“accredited” as defined in Rule 501 under the Securities Act.
The
transaction documents related to this convertible debenture will be filed as
exhibits with the Company’s September 30, 2007 10Q-SB filing.
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.