Cryoport, Inc. (Form: 8-K, Received: 02/08/2021 16:27:24)

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

Date of Report (Date of earliest event reported): February 5, 2021

CRYOPORT, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34632	88-0313393
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

112 Westwood Place, Suite 350 Brentwood, TN 37027
(Address of principal executive offices, including zip code)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on

which registered

Common Stock, $0.001 par value

CYRX

The NASDAQ Stock Market LLC

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 ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02.

Unregistered Sales of Equity Securities.

On February 5, 2021, Cryoport, Inc. (the “Company”) received a waiver and conversion notice from Blackstone Freeze Parent L.P. and Blackstone Tactical Opportunities Fund – FD L.P. to convert an aggregate of 50,000 shares of the Company’s 4.0% Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”). Pursuant to the terms of the waiver and conversion notice, the Company also agreed to waive its right under the certificate of designations of the Series C Preferred Stock to redeem up to 50,000 shares of the Series C Preferred Stock prior to the 180-day anniversary of October 1, 2020, the issue date of the Series C Preferred Stock. Each share of Series C Preferred Stock has a liquidation preference of $1,000 per share plus any accumulated and unpaid dividends and is convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion price of $38.6152 per share. The forgoing conversion, effective as of February 5, 2021, resulted in the issuance of an aggregate of 1,312,860 shares of Common Stock. The foregoing shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01.

Regulation FD Disclosure.

On February 8, 2021, the Company issued a press release announcing conversion of the shares of Series C Preferred Stock and issuance of the shares of Common Stock, a copy of which is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission pursuant to Item 7.01 of Form 8-K and 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 of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
99.1	Press Release, dated February 8, 2021
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

Date: February 8, 2021	Cryoport, Inc.

	/s/ Robert Stefanovich
	Robert Stefanovich
	Chief Financial Officer

Exhibit 99.1

Blackstone Converts $51 million of Cryoport Series C Preferred Stock Into Common Stock

NASHVILLE, Tenn., February 8, 2021 - Cryoport, Inc. (Nasdaq: CYRX) (“Cryoport” or the “Company”), a global leader in temperature-controlled supply chain solutions for the life sciences industry, today announced that funds affiliated with Blackstone Tactical Opportunities (NYSE: BX) (“Blackstone”), elected to convert 50,000 shares of 4.0% Series C Convertible Preferred Stock of Cryoport (“Preferred Stock”) into common stock of Cryoport pursuant to the Preferred Stock certificate of designations. The 50,000 shares are a part of the 250,000 shares of Preferred Stock that were originally purchased by Blackstone for $250 million. In connection with the conversion, Cryoport agreed to waive its right under the Preferred Stock certificate of designations to redeem for cash up to 50,000 shares of Preferred Stock prior to March 30, 2021, the 180-day anniversary of the issuance date. The forgoing conversion resulted in the issuance of an aggregate of 1,312,860 shares of common stock of Cryoport on February 5, 2021.

Ram Jagannath, Senior Managing Director and Global Head of Healthcare for Blackstone Growth and Tactical Opportunities, and Member of Cryoport’s Board of Directors, said, “We are enthusiastic about the recent acquisitions of CRYOPDP and MVE Biological Solutions, which positions Cryoport as a lynchpin in the life sciences industry, providing comprehensive supply chain solutions. We believe the demand for Cryoport’s advanced temperature-controlled supply chain solutions will continue to expand as cell and gene therapies are rolled out to patients around the world and more regenerative therapies approach commercialization.”

Jerrell Shelton, CEO of Cryoport, said, “As a result of our recent strategic initiatives, including the acquisitions of CRYOPDP and MVE Biological Solutions, we are now composed of an unrivalled family of companies focused on the temperature-controlled supply chain for the life sciences. Cryoport is in a unique position to continue its growth as the industry expands and, simultaneously, command greater market share through its superior services and products. We think that, as a significant shareholder in Cryoport, Blackstone understands the quality of our company and our future. We are pleased by Blackstone’s confidence in our vision and management’s ability to execute against our growth plans.”

As of February 8, 2021, there were 44,252,784 shares of common stock and 200,000 shares of Preferred Stock outstanding.

About Cryoport, Inc.

Cryoport, Inc. (Nasdaq: CYRX) is redefining temperature-controlled supply chain support for the life sciences industry by continually broadening its platform of solutions, serving the Biopharma, Reproductive Medicine, and Animal Health markets. Through its family of companies, Cryoport Systems, MVE Biological Solutions, CRYOPDP and CRYOGENE, Cryoport provides strategic solutions that will support the growing needs of these markets.

Forward-Looking Statements

Statements in this press release which are not purely historical, including statements regarding the Company’s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future, such as statements concerning Blackstone’s investment in the Company, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. It is important to note that the Company’s actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties associated with the effect of changing economic conditions, trends in the products markets, variations in the Company’s cash flow, market acceptance risks, and technical development risks. The Company’s business could be affected by a number of other factors, including the risk factors discussed in the Company’s Securities and Exchange Commission (“SEC”) reports including, but not limited to, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and any subsequent filings with the SEC. The forward-looking statements contained in this press release speak only as of the date hereof and the Company cautions investors not to place undue reliance on these forward-looking statements. Except as required by law, the Company disclaims any obligation, and does not undertake to update or revise any forward-looking statements in this press release.

Investor Contacts:

Thomas Heinzen

theinzen@cryoport.com

949-681-2723

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