8-K: Current report filing
Published on June 22, 2015
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): June 19, 2015
CRYOPORT, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34632 | 88-0313393 | ||
|
(State of other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 20382 Barents Sea Circle, Lake Forest, California 92630 | ||||
| (Address of Principal Executive Offices) | ||||
| 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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification to Rights of Security Holders
On June 19, 2015, the Registrant submitted for filing with the Secretary of State of the State of Nevada an Amendment to the Certificate of Designation of the Registrant’s Class A Preferred Stock and an Amendment to the Certificate of Designation of the Registrant’s Class B Preferred Stock. Pursuant to such amendments, the provision contained in each Certificate of Designation relating to a mandatory exchange in connection with a qualified public offering was modified such that the mandatory exchange will be effective on the day that is six months and one day after the closing of such qualified public offering.
The foregoing description is qualified in its entirety by reference to the Amendment to Certificate of Designation of Class A Preferred Stock and Amendment to Certificate of Designation of Class B Preferred Stock, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
Number
| 3.1 | Amendment to Certificate of Designation of Class A Preferred Stock |
| 3.2 | Amendment to Certificate of Designation of Class B Preferred Stock |
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.
CRYOPORT, INC.
Date: June 22, 2015
By: /s/ Robert Stefanovich
Robert Stefanovich
Chief Financial Officer
EXHIBIT INDEX
| Exhibit | |
| Number | Description |
| 3.1 | Amendment to Certificate of Designation of Class A Preferred Stock |
| 3.2 | Amendment to Certificate of Designation of Class B Preferred Stock |