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):
May 26, 2017
(Exact name of registrant as specified in
|(State of other jurisdiction
||(Commission File Number)
|17305 Daimler St., Irvine CA 9261|
|(Address of Principal Executive Offices)|
|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
|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))
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 May 26, 2017, Cryoport,
Inc. (the “Company”) entered into an employment agreement effective June 1, 2017 (the “Agreement”) with
Mr. Jerrell W. Shelton with respect to his employment as President and Chief Executive Officer of the Company, which replaces the
prior employment agreement between Mr. Shelton and the Company dated as of June 28, 2013 that expired on May 4, 2017.
The Agreement provides
for an annual base salary in an amount determined by the Company’s Compensation Committee of the Board of Directors of the
Company and Mr. Shelton’s annual base salary was increased to $550,000 effective on June 1, 2017. Mr. Shelton is eligible
to participate in the equity incentive plans and cash bonus plans adopted by the Company from time-to-time. If Mr. Shelton terminates
the Agreement, he dies, or he is terminated for cause, he will be entitled to all compensation and benefits that he earned through
the date of termination. If he is terminated without cause or he terminates for good reason, he will be entitled to continuation
of base salary for eighteen (18) months following termination and one half of unvested options as of date of termination shall
become fully vested; provided that if the termination date is within twelve months after a change in control of the Company, then
all of the unvested options as of such date will become fully vested. Mr. Shelton has agreed not to solicit or encourage or attempt
to solicit or encourage any employee of the Company to leave employment with the Company during the term of the Agreement and for
a period of eighteen (18) months following the termination of the Agreement. The Agreement expires on June 1, 2021.
the Compensation Committee has established a policy for the review of possible option grants to all employees; in accordance
with this policy, Mr. Shelton was awarded options giving him the right to acquire an aggregate of 340,000 shares of the
Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date
of the grant, or $3.44 per share, and are subject to the terms of the Company’s 2015 Omnibus Equity Incentive Plan. The
option vests monthly over four years; provided that up to one half of the options may accelerate based on achievement of
certain performance goals.
The foregoing description
of the Agreement is qualified in its entirety by reference to the full text of the Agreement attached as an exhibit, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
|10.1||Employment Agreement effective as of June 1, 2017 between Cryoport, Inc. and Jerrell W. Shelton|
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: May 31, 2017
||/s/ Robert S. Stefanovich
||Robert S. Stefanovich
|10.1||Employment Agreement effective as of June 1, 2017 between
Cryoport, Inc. and Jerrell W. Shelton