As filed with the Securities and Exchange
Commission on June 14, 2024
Registration No.
333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
Cryoport, Inc.
(Exact name of registrant
as specified in its charter)
|
Nevada
(State or other jurisdiction
of
incorporation or organization) |
88-0313393
(I.R.S. Employer
Identification No.) |
|
112 Westwood Place, Suite 350
Brentwood, TN 37027
(Address of principal executive offices, including zip code) |
Cryoport, Inc. 2018 Omnibus
Equity Incentive Plan
(Full title of the plan)
Robert Stefanovich
Cryoport, Inc.
Chief Financial Officer
112 Westwood Place, Suite 350
Brentwood, TN 37027
(949) 470-2300
(Name, address and telephone
number, including area code, of agent for service)
With a copy to:
Kevin Zen
Snell & Wilmer L.L.P.
600 Anton Boulevard., Suite
1400
Costa Mesa, CA 92626
(714) 427-7000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated
filer x |
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
| |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement is being filed solely
for the registration of 2,500,000 additional shares of common stock, $0.001 par value per share, of Cryoport, Inc., a Nevada corporation
(the “Company”), for issuance pursuant to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended, the “Plan”).
Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Company’s prior registration statements relating
to the Plan (Nos. 333-225387 and 333-257368) are hereby incorporated by reference in this registration statement, except as revised in
Part II of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with
the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this registration statement and
are deemed to be a part hereof from the date of filing:
All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports on Form 8-K furnished
under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), subsequent to the filing of this
registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth
therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
|
Exhibit
Number
|
Description
|
Page or Method of Filing
|
| 4.1 |
Amended and Restated Articles of Incorporation of Cryoport, Inc. |
Incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed with the Commission on November 9, 2012 |
| 4.2 |
Amended and Restated Bylaws of Cryoport, Inc. |
Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Commission on February 8, 2016 |
| 4.3 |
Amended and Restated Certificate of Designation of Class A Preferred Stock |
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 30, 2015 |
| 4.4 |
Certificate of Designation of Class B Preferred Stock |
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 20, 2015 |
| 4.5 |
Amendment to Certificate of Designation of Class B Preferred Stock |
Incorporated by reference to Exhibit 3.6 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on April 17, 2015 |
| 4.6 |
Certificate of Change filed with the Nevada Secretary of State on May 12, 2015 |
Incorporated by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K filed with the Commission on May 19, 2015 |
| 4.7 |
Amendment to Certificate of Designation of Class A Preferred Stock |
Incorporated by reference to Exhibit 3.8 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed with the Commission on June 22, 2015 |
| 4.8 |
Amendment to Certificate of Designation of Class B Preferred Stock |
Incorporated by reference to Exhibit 3.9 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed with the Commission on June 22, 2015 |
| 4.9 |
Amendment to Certificate of Designation of Class A Preferred Stock |
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 4, 2015 |
| 4.10 |
Amendment to Certificate of Designation of Class B Preferred Stock |
Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 4, 2015 |
| 4.11 |
Certificate of Amendment filed with the Nevada Secretary of State on November 23, 2015 |
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 1, 2015 |
| 4.12 |
Certificate of Amendment filed with the Nevada Secretary of State on May 30, 2018 |
Incorporated by reference to Exhibit 3.12 of the Company’s Annual Report on Form 10-K filed with the Commission on March 13, 2019 |
| 4.13 |
Certificate of Designation of 4.0% Series C Convertible Preferred Stock of Cryoport, Inc. |
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 1, 2020 |
| 5.1 |
Opinion of Snell & Wilmer L.L.P. |
Filed herewith |
| 23.1 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
Filed herewith |
| 23.2 |
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
Filed herewith |
| 23.3 |
Consent of Snell & Wilmer L.L.P. |
Included as part of Exhibit 5.1 |
| 24.1 |
Power of Attorney |
Included on the signature page hereto |
| 99.1 |
Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended by the First Amendment, the Second Amendment and the Third Amendment, effective May 17, 2024) |
Incorporated by reference to Appendix A of the Company’s
Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2024
|
| 107 |
Filing Fee Table |
Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Brentwood, State of Tennessee, on June 14, 2024.
| |
CRYOPORT, INC. |
| |
|
|
| |
By: |
/s/ Robert S. Stefanovich |
| |
Name: |
Robert S. Stefanovich |
| |
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Jerrell W. Shelton and Robert S. Stefanovich, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same,
with any and all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
| |
|
|
|
/s/ Jerrell
W. Shelton
Jerrell W.
Shelton |
President, Chief Executive Officer and Director
(Principal Executive Officer) |
June 14, 2024 |
| |
|
|
|
/s/ Robert
S. Stefanovich
Robert S.
Stefanovich |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
June 14, 2024 |
| |
|
|
|
/s/ Richard
Berman
Richard Berman |
Director |
June 14, 2024 |
| |
|
|
|
/s/ Daniel
M. Hancock
Daniel M.
Hancock |
Director |
June 14, 2024 |
| |
|
|
|
/s/ Robert
Hariri, M.D., Ph.D.
Robert Hariri,
M.D., Ph.D. |
Director |
June 14, 2024 |
| |
|
|
|
/s/ Ramkumar
Mandalam, Ph.D.
Ramkumar
Mandalam, Ph.D. |
Director |
June 14, 2024 |
| |
|
|
|
/s/ Ram
Jagannath
Ram Jagannath |
Director |
June 14, 2024 |
| |
|
|
|
/s/ Linda
Baddour
Linda Baddour |
Director |
June 14, 2024 |
EXHIBIT 5.1
[Snell & Wilmer L.L.P. Letterhead]
June 14, 2024
Cryoport, Inc.
112 Westwood Place, Suite 350
Brentwood, TN 37027
Ladies and Gentlemen:
We have examined the Registration Statement on
Form S-8 (the “Registration Statement”) of Cryoport, Inc., a Nevada corporation (the “Company”), to be filed
with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, in connection with the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of 2,500,000 shares of the Company’s common stock,
$0.001 par value per share (the “Shares”), pursuant to the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended,
the “Plan”).
We have examined the originals, or photostatic
or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed
the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents submitted to us as copies. We are opining herein as to the
Nevada Revised Statutes, and we express no opinion with respect to any other laws.
Based upon the foregoing examination and in reliance
thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined,
we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan against payment
therefor, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
| |
Very truly yours, |
| |
|
| |
/s/ Snell & Wilmer L.L.P. |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 2018 Omnibus Equity Incentive Plan of Cryoport, Inc. of our report
dated February 28, 2023, for the consolidated financial statements as of and for the two years in the period ended December 31, 2022
of Cryoport, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and
Exchange Commission.
| /s/ Ernst & Young LLP |
|
| |
|
| Irvine, California |
|
| June 14, 2024 |
|
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the use in this Registration Statement on Form
S-8 of our reports dated March 13, 2024, relating to the financial statements of Cryoport, Inc. and the effectiveness of Cryoport, Inc.'s
internal control over financial reporting, appearing in the Annual Report on Form 10-K of Cryoport, Inc. for the year ended December 31,
2023.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
June 14, 2024
EXHIBIT 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Cryoport, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Table 1—Newly Registered Securities |
| Security Type |
Security Class Title |
Fee
Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum
Aggregate
Offering
Price |
Fee Rate |
Amount of Registration Fee |
| Equity |
Common Stock, $0.001 par value per share |
Other(1) |
2,500,000 (2)(3) |
$10.61(1) |
$26,525,000 |
0.00014760 |
$3,915.09 |
| Total Offering Amounts |
|
$26,525,000 |
|
$3,915.09 |
| Total Fee Offsets |
|
|
|
$0 |
| Net Fee Due |
|
|
|
$3,915.09 |
| |
(1) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices of the registrant’s common stock, $0.001 par value per share (“Common Stock”), as reported on The Nasdaq Capital Market on June 11, 2024. |
| |
(2) |
Pursuant to Rule 416(a) promulgated under the Securities Act, this registration statement shall also cover any additional shares of Common Stock that become issuable under the Cryoport, Inc. 2018 Omnibus Equity Incentive Plan (as amended, the “Plan”) by reason of any stock splits, stock dividends or similar transactions. |
| |
(3) |
Represents an additional 2,500,000 shares of Common Stock issuable under the Plan. The registrant previously filed Registration Statements on Form S-8 (Nos. 333-225387 and 333-257368) with respect to shares issuable under the Plan. |
CryoPort (NASDAQ:CYRX)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
CryoPort (NASDAQ:CYRX)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
