8-K: Current report
Published on June 13, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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
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Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On June 11, 2025 (the “Closing Date”), Cryoport, Inc. (the “Company”, and collectively with certain of its wholly owned subsidiaries, “Sellers”) completed the previously announced disposition of its CRYOPDP Business, an operating segment within its Life Sciences Services reportable segment, to designated affiliates of DHL Supply Chain International Holding B.V. (“Purchaser”) pursuant to the Sale and Purchase Agreement dated as of March 31, 2025 (the “Agreement”). Pursuant to the terms of the Agreement, the Company divested its CRYOPDP Business through the sale to Purchaser of 100% of the capital stock and voting rights of certain entities conducting business under the trade name “CryoPDP” (collectively, the “Transaction”). The Company and Purchaser also entered into certain related transaction agreements at the Closing Date, including a master partnership agreement, a transition services agreement and other customary agreements.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2025 and is incorporated by reference herein.
Item 7.01 |
Regulation FD Disclosure. |
On June 12, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Item 9.01 |
Financial Statements and Exhibits. |
(b) |
Pro Forma financial information. |
The following unaudited pro forma condensed consolidated financial information for the Company and its subsidiaries reflect the disposition of the CRYOPDP Business pursuant to the Agreement, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| ● | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025; |
| ● | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2025, as well as for the fiscal years ended December 31, 2024, 2023, and 2022; and |
| ● | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
(d) |
Exhibits. |
The following materials are filed as an exhibit to this Current Report on Form 8-K: |
Exhibit
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Unaudited Pro Forma Condensed Consolidated Financial Statements |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |