8-K: Current report filing
Published on June 11, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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): June
9, 2008
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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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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
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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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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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
3.01 Unregistered Sales of Equity Securities
On
June
9, 2008, Cryoport, Inc. (the “Company”) completed the transactions contemplated
under a certain Securities Purchase Agreement with an accredited investor
providing for the issuance of the Company’s Original Issue Discount 8% Secured
Convertible Debentures (the “Debentures”) having a principal face amount of
$1,250,000. The Company realized gross proceeds of $1,062,500 after giving
effect to a 15% discount. After accounting for commissions and legal and other
fees, the net proceeds to the Company totaled $870,625.
The
principal amount under the Debentures is payable in 23 monthly payments of
$54,348 beginning January 31, 2009. The Company may elect to make principal
and
interest payments 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. If the Company elects to make principal or interest 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 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, holder 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,
with the exception of the debentures that were issued by the Company in
September 2007 (the “September Debentures”) which rank senior to the Debentures.
The Debentures are secured by substantially all of the assets of the Company.
As
part of the transaction, the Company entered into a waiver and subordination
agreement with the holders of the September Debentures.
In
connection with the financing transaction, the Company issued to the investor
five-year warrants to purchase 1,488,095 shares of the Company’s common stock at
$0.92 per share and five-year warrants to purchase 1,488,095 shares of common
stock at $1.35 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, subject
to
exception as set forth in the registration rights agreement.
National
Securities Corporation acted as sole placement agent in connection with the
transaction. The Company paid to the placement agent cash in the amount of
$116,875 and issued warrants to purchase 148,810 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.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statement
None.
(b)
Exhibits.
| 4.3 |
Original
Issue Discount 8% Secured Convertible
Debenture
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| 4.4 |
Common
Stock Purchase Warrant
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| 4.5 |
Common
Stock Purchase Warrant
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| 10.10 |
Securities
Purchase Agreement
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| 10.11 |
Registration
Rights Agreement
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| 10.12 |
Waiver
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| 10.13 |
SIGNATURES
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CRYOPORT,
INC.
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Date:
June 10, 2008
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By:
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/s/ Peter
Berry
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Peter
Berry,
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Chief
Executive Officer, President
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