As filed with the Securities and Exchange Commission on July 15, 2014

 

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   88-0313393
     

(State or other jurisdiction of

of incorporation or organization)

  

(IRS Employer

Identification No.)

     
20382 Barents Sea Circle    
Lake Forest, California   92630
     
(Address of principal executive offices)   (Zip Code)

2011 Stock Incentive Plan (“2011 Plan”)

 

 

(Full title of the plan)

 

Robert S. Stefanovich

Chief Financial Officer

20382 Barents Sea Circle

Lake Forest, California 92630

(949) 470-2300

 

(Name, address and telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

 

Large accelerated filer   o Accelerated filer o
       
Non-accelerated filer     o  (Do not check if a smaller reporting company) Smaller reporting company   þ

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be

Registered

 Amount to be registered (1) Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee
Common Stock, $0.001 par value per share 7,100,000 shares(2) $       0.49(3)        $       3,479,000 $       448.10

 

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered additional shares of common stock that may become available for purchase in accordance with the provisions of the 2011 Plan to prevent dilution in the event of any future change in the outstanding shares of common stock as a result of a recapitalization, stock dividends, stock splits or similar adjustments.  
(2) Represents shares of common stock reserved for issuance upon the exercise of stock options and grant of stock awards that may be granted under the 2011 Plan.
(3)

Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based solely upon the last sales price of the Company’s common stock as reported on the OTCQB on June 30, 2014.

 

 

 

 
 

  

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed by Cryoport, Inc. (the “Company”), relating to 7,100,000 shares of its common stock, par value $0.001 per Share (the “Common Stock”), issuable to eligible employees and directors of the Company under the Cryoport, Inc. 2011 Stock Incentive Plan, which is in addition to the 2,300,000 shares of Common Stock registered on the Company’s Form S-8 filed on October 4, 2011 (Commission File No. 333-177168) (the “First Prior Registration Statement”) and the additional 3,000,000 shares of Common Stock registered on the Company’s Form S-8 filed on October 22, 2012 (Commission File No. 333-184543) (the “Second Prior Registration Statement” and, collectively with the First Prior Registration Statement, the “Prior Registration Statements”).

 

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference and made part of this Registration Statement, except as amended hereby.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

See Exhibit Index.

 

  

 
 

 

 

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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of California, on July 15, 2014.

 

CRYOPORT, INC.

 

 

By: /s/ Robert S. Stefanovich  
  Robert S. Stefanovich  
  Chief Financial Officer  

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, Robert S. Stefanovich, and each of them, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and any and all Registration Statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with or related to the Offering contemplated by this Registration Statement and its amendments, if any, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Registration Statement.

 

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/ Ramkumar Mandalam   Director   July 15, 2014
Ramkumar Mandalam        
         
/s/ Richard G. Rathmann    Director    July 15, 2014
Richard G. Rathmann        
         
/s/ Robert S. Stefanovich    Chief Financial Officer (Principal Financial and Accounting Officer)    July 15, 2014
Robert S. Stefanovich        
         
/s/ Jerrell W. Shelton   Director, Chief Executive Officer   July 15, 2014
Jerrell W. Shelton        
         
/s/ Stephen E. Wasserman    Director    July 15, 2014
Stephen E. Wasserman        
         
/s/ Edward J. Zecchini   Director   July 15, 2014
Edward J. Zecchini        

 

 

 
 

 

 

EXHIBIT INDEX

 

   
Exhibit Number Exhibit
   
4.1 2011 Stock Incentive Plan (as amended and restated on September 6, 2013) (Incorporated by reference to Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 30, 2013).
   
4.2 Form of Stock Option Award Agreement (Incorporated by reference to Exhibit 10.37 to Registrant's Current Report on Form 8-K filed with the SEC on September 27, 2011).
   
4.3 Form of Non-Qualified Stock Option Award Agreement (Incorporated by reference to Exhibit 10.38 to Registrant's Current Report on Form 8-K filed with the SEC on September 27, 2011).
   
5.1 Opinion of Counsel *
   
23.1 Consent of Independent Registered Public Accounting Firm *
   
23.2 Consent of Counsel (included in Exhibit5.1)
   
24.1 Power of Attorney (on signature page) *
   

 

*Filed herewith.