Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - Cryoport, Inc. | v405839_ex3-1.htm |
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 3.03 | Material 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 5.03 | Amendments 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 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
Number
| 3.1 | Amended 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 |