UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): April
30, 2008
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51578
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88-0313393
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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20382
Barents Sea Circle, Lake Forest, California
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92630
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(Address
of principal executive offices)
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(Zip
Code)
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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 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a-
12)
o Pre-commencement
communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1
4d-2(b))
o Pre-commencement
communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1
3e-4(c))
Section
1 -Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
April
30, 2008, the Registrant amended Its Original Issue Discount 8% Senior Secured
Convertible Debentures (“Debenture”) and Warrants issued thereunder, originally
entered into on September 27, 2007 under the Security Purchase Agreement and
related Agreements and Warrants, and disclosed in a Form 8-K filed on October
3, 2008.
The
Amendment deletes the definition of “Monthly Redemption Date” set forth in
Section 1 of each Debenture and replaces it in its entirety with the following:
“Monthly
Redemption Date”
means
the first of each month commencing immediately upon August 1, 2008, and
terminating upon the full redemption of this Debenture.”
The
Amendment deletes the definition of “Monthly Redemption Amount” set forth in
Section 1 of each “Debenture” and replaces it in its entirety with the
following:
| 1. |
For
Enable Growth Partners LP:
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“Monthly
Redemption Amount”
means,
as to a Monthly Redemption, $112,000, plus accrued but unpaid interest,
liquidated damages and any other amounts then owing to the Holder in respect
of
this Debenture.”
| 2. |
For
Enable Opportunity Partners LP:
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“Monthly
Redemption Amount”
means,
as to a Monthly Redemption, $19,794.29, plus accrued but unpaid interest,
liquidated damages and any other amounts then owing to the Holder in respect
of
this Debenture.”
| 3. |
For
Pierce Diversified Strategy Master Fund
LLC:
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“Monthly
Redemption Amount”
means,
as to a Monthly Redemption, $2,742.86, plus accrued but unpaid interest,
liquidated damages and any other amounts then owing to the Holder in respect
of
this Debenture.”
| 4. |
For
BridgePointe Master Fund Ltd.:
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“Monthly
Redemption Amount”
means,
as to a Monthly Redemption, $80,672.24, plus accrued but unpaid interest,
liquidated damages and any other amounts then owing to the Holder in respect
of
this Debenture.”
All
other
terms or each of the Debentures remain the same, and the Debentures remain
in
force and effect.
Further, the Amendment amends the “Exercise Price” of the Warrants issued under the terms
of the Securities Purchase Agreement and related Agreements from $0.90, $0.92
and $1.60 to $0.60. The number of shares to be purchased under each of the
Warrants shall be adjusted so that the original dollar amounts to be raised
by
registrant though the exercise of each of the Warrants will remain the same.
All
other terms of each of the Warrants remain the same, and the Warrants remain
in
force and effect.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statement
None.
(b)
Exhibits.
10.1.11 Amendment
10.1.11.1 Annex
to
Amendment
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.
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CryoPort,
Inc.
(Registrant)
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| Date:
May 7, 2008 |
By: |
/s/ Peter
Berry |
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Peter
Berry,
Chief
Executive Officer, Presid
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