As filed with the Securities and Exchange Commission on October 22, 2012
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 | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
CALCULATION OF REGISTRATION FEE
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| 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 |
3,000,000 shares(2) | $0.19(3) | $570,000 | $77.75 | ||||
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| (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 October 18, 2012. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by CryoPort, Inc. (the “Company”), relating to 3,000,000 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 “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement 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 October 22, 2012.
CRYOPORT, INC.
| By: | /s/ Robert S. Stefanovich | |
| Robert S. Stefanovich | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) and Principal Executive 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/ Stephen E. Wasserman Stephen E. Wasserman |
Director | October 22, 2012 | ||
| /s/ Jerrell W. Shelton Jerrell W. Shelton |
Director |
October 22, 2012 | ||
| /s/ Adam M. Michelin Adam M. Michelin |
Director | October 22, 2012 | ||
| /s/ Karen M. Muller Karen M. Muller |
Director | October 22, 2012 | ||
EXHIBIT INDEX
| Exhibit Number |
Exhibit | |
| 4.1 | 2011 Stock Incentive Plan (as amended and restated on September 13, 2012) (Incorporated by reference to Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 30, 2012). | |
| 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 Exhibit 5.1) | |
| 24.1 | Power of Attorney (on signature page) * | |
| * | Filed herewith. |