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): January 4, 2019

 

 

 

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.)
         
17305 Daimler St., Irvine CA 92614
(Address of principal executive offices, including zip code)
         
Registrant’s telephone number, including area code: (949) 470-2300
 
N/A
(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.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 4, 2019, the Board of Directors (the “Board”) of Cryoport, Inc. (the “Company”) appointed Mr. Dan Hancock to the Board.  The Board also expects to appoint Mr. Hancock to the Audit Committee and the Science and Technology Committee.

 

Mr. Hancock is currently President of DMH Strategic Consulting LLC, since 2011. He retired from General Motors (“GM”) in 2011, after 43 years of service in GM's powertrain engineering and general management functions. His last position with GM was Vice President, Global Strategic Product Alliances. During this period he served as Chairman of GM's DMAX and VM Motori diesel engine joint ventures with Isuzu and Fiat, respectively. Mr. Hancock's previous appointments at GM included: Vice President, Global Powertrain Engineering; CEO, Fiat-GM Powertrain; and President, Allison Transmission Division. Mr. Hancock is a director of Westport Fuel Systems (NASDAQ WPRT), a Vancouver, B.C. based global supplier of clean gaseous fuel parts, and systems for the transportation industry, where he is also a member of the Human Resources and Compensation Committee and the Nominating and Corporate Governance Committee.  He is also serves as chairman of the board of SuperTurbo Technologies, Inc., a Loveland, CO based privately-held developer of advanced turbo compounding systems for engines and director of Achates Power, Inc., a San Diego, CA headquartered privately-held developer of innovative opposed-piston, two-stroke diesel engines. In addition, Mr. Hancock serves in an advisory capacity to several global suppliers to the automotive and commercial vehicle industries. He was President of SAE International in 2014 and is a member of the National Academy of Engineering.

 

Mr. Hancock received a master’s degree in mechanical engineering from Massachusetts Institute of Technology and a bachelor’s degree also in mechanical engineering from General Motors Institute (now Kettering University), Michigan.  

 

We believe Mr. Hancock’s global business experience, strong business acumen, and extensive technical expertise qualifies him well to serve on our Board. 

 

There have been no related party transactions between the Company and Mr. Hancock, and there were no arrangements or understandings between Mr. Hancock and any other person pursuant to which he was selected as director.

 

Mr. Hancock will be compensated pursuant to the Company’s non-employee director compensation plan as disclosed in the Company's Proxy Statement on Schedule 14A for the 2018 Annual Meeting of Stockholders including, without limitation, an initial grant of options to purchase 50,000 shares of the Company's common stock vesting ratably on a monthly basis over three years, effective as of, and with an exercise price equal to the closing price of the Company’s common stock on the date the directorship commences.

 

A copy of the press release announcing Mr. Hancock’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
   
99.1 Press release, dated January 7, 2019

 

 

 

 

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: January 7, 2019 By: /s/ Robert S. Stefanovich
    Robert S. Stefanovich
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

Cryoport Appoints Daniel M. Hancock to Board of Directors

 

IRVINE, California, January 7, 2019 - Cryoport, Inc. (NASDAQ: CYRX) (NASDAQ: CYRXW) (“Company”), the world's leading temperature-controlled logistics company dedicated to the life sciences industry, is pleased to announce the appointment of Daniel M. (Dan) Hancock to its Board of Directors. Mr. Hancock’s appointment adds extensive physics knowledge, engineering and innovation experience, business acumen and leadership to the Board of Directors. Mr. Hancock will serve on the Audit Committee, chaired by Richard Berman, Esq. and the Science and Technology Committee, chaired by Robert Hariri, PhD, MD.

 

Mr. Hancock retired from General Motors (“GM”) as Vice President of Global Strategic Product Alliances responsible for seeking, defining, negotiating, and implementing strategic collaborations between GM and other global OEM’s and suppliers. He worked at GM for 43 years. A self-confessed "powertrain guy," Mr. Hancock, during his tenure, also served as Vice President, Global Powertrain Engineering; CEO of Fiat-GM Powertrain; and President of Allison Transmission. Mr. Hancock is an accomplished engineer and business leader.

 

Mr. Hancock is also a Board Member of Westport Fuel Systems (NASDAQ WPRT), a Vancouver, B.C. based global supplier of clean gaseous fuel parts, and systems for the transportation industry. He is also the Board Chairman for SuperTurbo Technologies, Inc., a Loveland, CO based privately-held developer of advanced turbocompounding systems for engines and was recently elected to the Board for Achates Power, Inc., a San Diego, CA headquartered privately-held developer of innovative opposed-piston, two-stroke diesel engines. He also serves in an advisory capacity to several global suppliers to the automotive and commercial vehicle industries.

 

Jerrell Shelton, Chairman of Cryoport’s Board of Directors, commented, “We are pleased to welcome Dan to our Board of Directors. His business acumen, regional knowledge, alliance building experience and technical knowhow will enable him to provide unique insights as we continue to develop market-leading practices and invest in building out the life sciences industry’s most advanced temperature-controlled logistics technology solutions.

 

“As a matter of practice, Cryoport’s Nominating and Governance Committee regularly evaluates our Board’s composition to ensure it includes the appropriate skills, experience and perspective necessary to drive value for all our shareholders. Dan will add an extra dimension to our already highly qualified Board.”

 

Dan Hancock commented, “Cryoport has done an outstanding job of developing technically advanced temperature-controlled logistics solutions for the life sciences industry and is, in fact, at the forefront of this field as demonstrated by the industry-leading clients it serves. I am looking forward to working with the board and management in helping it continue to expand its suite of solutions targeting new areas of the life sciences market and growing its competitive advantages.”

 

Mr. Hancock holds a Master of Science in Mechanical Engineering (MSME) from the Massachusetts Institute of Technology and a Bachelor of Science in Mechanical Engineering (BME) from the General Motors Institute (now Kettering University). He is a recipient of the Society of Automotive Engineers’ Sid Olsen Engineering Manager Award, the SAE Medal of Honor, the SAE Gordon Millar Award, the Great Golden Medal for Service to the Republic of Austria, and the Sagamore of the Wabash recognition from the State of Indiana.

 

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About Cryoport, Inc.

Cryoport is a trusted global provider of solutions for maintaining temperature-sensitive life sciences commodities during distribution, serving the biopharmaceutical market with leading-edge logistics solutions for biologic materials, such as regenerative medicine, including immunotherapies, stem cells and CAR-T cells. Cryoport’s solutions are used by points-of-care, CRO’s, central laboratories, pharmaceutical companies, manufacturers, university researchers et al; as well as the reproductive medicine market, primarily in IVF and surrogacy; and the animal health market, primarily in the areas of vaccines and reproduction. Cryoport’s proprietary Cryoport Express ® Shippers, Cryoportal™ Logistics Management Platform, leading-edge SmartPak II™ Condition Monitoring System and geo-sensing technology, paired with unparalleled cold chain logistics expertise and 24/7 client support, make Cryoport the end-to-end cold chain logistics partner that the industry trusts.

 

Cryoport is dedicated to: simplifying global cold chain logistics through innovative technology, unmatched monitoring and data capture and support, including consulting; delivering the most advanced temperature-controlled logistics solutions for the life sciences industry; and providing vital information that provides peace of mind throughout the life of each logistics process.

 

For more information, visit www.cryoport.com . Sign up to follow @cryoport on Twitter at www.twitter.com/cryoport .

 

Forward Looking Statements

Statements in this news release which are not purely historical, including statements regarding Cryoport, Inc.'s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future 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 listed from time to time in the Company's SEC reports including, but not limited to, the Company's 10-K for the year ended December 31, 2017 filed with the SEC. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Cryoport, Inc. disclaims any obligation, and does not undertake to update or revise any forward-looking statements in this press release.

 

Investor Contacts:

Todd Fromer/Elizabeth Barker

tfromer@kcsa.com / ebarker@kcsa.com