SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2019
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||
17305 Daimler St., Irvine CA 92614
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (949) 470-2300
(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|
|Warrants to purchase Common Stock||CYRXW||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 4.01||Change in Registrant’s Certifying Accountant|
Appointment of New Independent Registered Public Accounting Firm
On August 15, 2019, Cryoport, Inc. (the “Company”), at the direction of the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), approved the appointment of Ernst & Young LLP (“EY”) as the Company’s new independent registered public accounting firm, effective upon the dismissal of KMJ Corbin & Company LLP (“KMJ”) on August 15, 2019.
During the Company’s two most recent fiscal years ended December 31, 2018 and 2017, and the subsequent interim period through August 15, 2019, neither the Company nor anyone acting on its behalf consulted with EY regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).
The Company notified KMJ on August 15, 2019 that it would be dismissed as the Company’s independent registered public accounting firm, effective immediately. The decision to change independent registered public accounting firms was approved by the Audit Committee. KMJ’s reports on the Company’s financial statements for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through August 15, 2019, there were (i) no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with KMJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KMJ, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company has provided KMJ with the disclosures under this Item 4.01(a), and has requested KMJ to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. KMJ’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
|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:|
|16.1||Letter to Securities and Exchange Commission from KMJ Corbin & Company LLP dated August 16, 2019|
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: August 20, 2019||Cryoport Inc.|
|/s/ Robert Stefanovich|
|Chief Financial Officer|
August 16, 2019
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
We have read Item 4.01 in the Form 8-K dated August 15, 2019 of Cryoport, Inc. and are in agreement with the statements contained in the third, fourth and fifth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements contained therein.
/s/ KMJ Corbin & Company LLP
KMJ Corbin & Company LLP