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 26, 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 3.03Material Modification to Rights of Security Holders

 

On March 26, 2015, the Registrant submitted for filing with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation (the “Restated Designation”) of the Class A Preferred Stock (the “Preferred Stock”).

 

The Restated Designation adopted certain special mandatory conversion provisions for the Preferred Stock upon a qualified offering (defined as a public offering resulting in at least $5,000,000 of gross cash proceeds), whereby the Preferred Stock is converted into the type of securities issued in such qualified offering at a twenty percent (20%) discount.

 

The Restated Designation was approved by approximately 64.6% of the outstanding shares of Preferred Stock.

 

The foregoing description of the terms of the Preferred Stock is qualified in its entirety by the provisions of the Restated Designation filed as Exhibit 3.1 attached hereto.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On March 26, 2015, the Registrant filed the Restated Designation with the Secretary of State of the State of Nevada to amend certain rights of the Preferred Stock. The Restated Designation is attached hereto as Exhibit 3.1 and incorporated herein by this reference.

 

Item 9.01Financial Statements and Exhibits

 

(d)           Exhibits.  The following material is filed as an exhibit to this Current Report on Form 8-K:

 

 

Exhibit

Number

 

3.1Amended and Restated Certificate of Designation

 

 
 

 

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:  March 30, 2015 By: /s/ Robert Stefanovich  
    Robert Stefanovich  
    Chief Financial Officer  

 

 
 

 

EXHIBIT INDEX

  

Exhibit  
Number Description                                                                 
   
3.1 Certificate of Designation