Cryoport, Inc S-3ASR, filed Dec 15, 2020

Cryoport, Inc. (CYRX)

S-3ASR 2020-12-15

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	Non-accelerated filer ☐			Smaller reporting company ☒ Emerging growth company ☐


Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Securities to be offered by the registrant:
Common Stock, par value $0.001 per share	(1)(2)(3)	(1)(2)(3)	(1)(2)(3)	$(4)
Preferred Stock, par value $0.001 per share	(1)(2)(3)	(1)(2)(3)	(1)(2)(3)	$(4)
Debt Securities	(1)(2)	(1)(2)	(1)(2)	$(4)
Depositary Shares	(1)(2)	(1)(2)	(1)(2)	$(4)
Warrants	(1)(2)	(1)(2)	(1)(2)	$(4)
Purchase Contracts	(1)(2)	(1)(2)	(1)(2)	$(4)
Units	(1)(2)	(1)(2)	(1)(2)	$(4)
Securities to be offered by selling securityholders:
Common Stock, par value $0.001 per share	675,536	$47.56(5)	$32,128,492.16	$3,505.22
3.00% Convertible Senior Notes due 2025	$115,000,000(6)	100%	$115,000,000(6)	$12,546.50
Common Stock, $0.001 par value per share, issuable upon conversion of the notes	5,531,500(7)	—	—	—(8)
Common Stock, $0.001 par value, issuable upon conversion of 4.0% Series C Convertible Preferred Stock, par value $0.001 per share	6,474,135(9)	$47.56(5)	$307,909,860.60	$33,592.97
Total				$49,644.69(10)

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					2
	THE COMPANY					4
	RISK FACTORS					5
	USE OF PROCEEDS					6
	DESCRIPTION OF CAPITAL STOCK					7
	DESCRIPTION OF DEBT SECURITIES					11
	DESCRIPTION OF OTHER SECURITIES					18
	GLOBAL SECURITIES					19
	PLAN OF DISTRIBUTION					23
	LEGAL MATTERS					24
	EXPERTS					24

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					2
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					4
	THE COMPANY					6
	SUMMARY OF RISK FACTORS					7
	RISK FACTORS					8
	USE OF PROCEEDS					14
	DESCRIPTION OF NOTES					15
	DESCRIPTION OF CAPITAL STOCK					43
	SELLING SECURITYHOLDERS					47
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS WITH RESPECT TO THE NOTES					50
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS WITH RESPECT TO THE COMMON STOCK TO NON-U.S. HOLDERS					58
	PLAN OF DISTRIBUTION					62
	LEGAL MATTERS					65
	EXPERTS					65

Make-Whole Fundamental Change Effective Date	Stock Price
Make-Whole Fundamental Change Effective Date	$20.79		$22.50		$23.91		$27.50		$31.08		$40.00		$50.00		$60.00		$75.00		$100.00
May 26, 2020		6.2739		6.2272		5.9991		4.3957		3.2222		1.5614		0.7039		0.2922		0.0366		0.0000
June 1, 2021		6.2739		6.1712		5.9232		4.3084		3.0967		1.4364		0.6159		0.2389		0.0192		0.0000
June 1, 2022		6.2739		6.0015		5.8903		4.0684		2.8296		1.2214		0.4819		0.1639		0.0006		0.0000
June 1, 2023		6.2739		5.6459		5.5014		3.5630		2.3406		0.8839		0.2979		0.0739		0.0003		0.0000
June 1, 2024		6.2739		5.2495		4.5436		2.5266		1.4332		0.3939		0.0919		0.0006		0.0001		0.0000
June 1, 2025		6.2739		2.6183		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

Name	Number of Shares of Common Stock Beneficially Owned Prior to Offering (on an As- Converted Basis)		Percentage of Outstanding Shares of Common Stock Beneficially Owned Prior to Offering (on an As- Converted Basis)		Number of Shares of Common Stock that May be Offered Hereby		Number of Shares of Common Stock Beneficially Owned After Sale of Shares that May be Offered Hereby(1)		Percentage of Outstanding Shares of Common Stock Beneficially Owned After Sale of Shares that May be Offered Hereby(1)
Blackstone Freeze Parent L.P.		6,986,629(2)		15.1%		6,986,629(3)		—		—
Blackstone Tactical Opportunities Fund – FD L.P.		163,041(2)		*		163,041(3)		—		—

SEC registration fee	$	(1)
FINRA filing fee	$	(2)
Nasdaq supplemental listing fee	$	(2)
Printing expenses	$	(2)
Legal fees and expenses	$	(2)
Accounting fees and expenses	$	(2)
Blue Sky, qualification fees and expenses	$	(2)
Transfer agent fees and expenses	$	(2)
Trustee fees and expenses	$	(2)
Depositary fees and expenses	$	(2)
Warrant agent fees and expenses	$	(2)
Miscellaneous	$	(2)
Total	$	(2)

Exhibit Number			Description
1.1*			Form of Underwriting Agreement.
4.1			Amended and Restated Articles of Incorporation of Cryoport, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q (File No. 001-34632) filed with the SEC on November 9, 2012).
4.2			Amended and Restated Bylaws of Cryoport, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34632) filed with the SEC on February 8, 2016).
4.3			Amended and Restated Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on March 30, 2015).
4.4			Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on February 20, 2015).
4.5			Amendment to Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.6 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-203006) filed with the SEC on April 17, 2015).
4.6			Certificate of Change filed with the Nevada Secretary of State on May 12, 2015 (incorporated by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K (File No. 001-34632) filed with the SEC on May 19, 2015).
4.7			Amendment to Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.8 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-203006) filed with the SEC on June 22, 2015).
4.8			Amendment to Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.9 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-203006) filed with the SEC on June 22, 2015).
4.9			Amendment to Certificate of Designation of Class A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on September 4, 2015).
4.10			Amendment to Certificate of Designation of Class B Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on September 4, 2015).

Exhibit Number			Description
4.11			Certificate of Amendment filed with the Nevada Secretary of State on November 23, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2015).
4.12			Certificate of Designation of 4.0% Series C Convertible Preferred Stock of Cryoport, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on October 1, 2020).
4.13			Indenture, dated as of May 26, 2020, between Cryoport. Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on May 27, 2020).
4.14			Form of 3.00% Convertible Senior Notes due 2025 (included in Exhibit 4.13).
4.15			Registration Rights Agreement, dated as of May 26, 2020, among Cryoport, Inc., Jefferies LLC and SVB Leerink LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on May 27, 2020).
4.16			Registration Rights Agreement, dated October 1, 2020, between Cryoport, Inc. and Blackstone Freeze Parent L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on October 1, 2020).
4.17			Securities Purchase Agreement, dated as of August 24, 2020, between Cryoport, Inc. and BTO Freeze Parent L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34632) filed with the SEC on August 25, 2020).
4.18			Cryoport, Inc. Stock Certificate Specimen (incorporated by reference to Cryoport’s Registration Statement on Form 10-SB/A4 filed with the SEC on October 20, 2005).
4.19*			Form of Specimen Certificate Representing Preferred Stock.
4.20			Form of Indenture.
4.21*			Form of Note.
4.22*			Form of Deposit Agreement.
4.23*			Form of Warrant.
4.24*			Form of Warrant Agreement.
4.25*			Form of Purchase Contract Agreement.
4.26*			Form of Unit Agreement.
5.1			Opinion of Latham & Watkins LLP.
5.2			Opinion of Snell & Wilmer L.L.P.
23.1			Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2			Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2).
23.3			Consent of Ernst & Young LLP, independent registered public accounting firm.
23.4			Consent of KMJ Corbin & Company LLP, independent registered public accounting firm.
23.5			Consent of Crowe HAF, independent registered public accounting firm.
23.6			Consent of Deloitte & Touche LLP, independent registered public accounting firm.
24.1			Powers of Attorney (incorporated by reference to the signature page hereto).
25.1			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the indenture filed as Exhibit 4.13 above.
25.2			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the indenture filed as Exhibit 4.20 above.

SIGNATURE	TITLE	DATE
/s/ Jerrell W. Shelton Jerrell W. Shelton	Chief Executive Officer and Director (Principal Executive Officer)	December 15, 2020
/s/ Robert S. Stefanovich Robert S. Stefanovich	Chief Financial Officer (Principal Financial and Accounting Officer)	December 15, 2020
/s/ Richard Berman Richard Berman	Director	December 15, 2020
/s/ Daniel M. Hancock Daniel M. Hancock	Director	December 15, 2020
/s/ Robert Hariri, M.D., Ph.D. Robert Hariri, M.D., Ph.D.	Director	December 15, 2020
/s/ Ram M. Jagannath Ram M. Jagannath	Director	December 15, 2020

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.1.	Definitions	1
Section 1.2.	Other Definitions	5
Section 1.3.	Incorporation by Reference of Trust Indenture Act	5
Section 1.4.	Rules of Construction	5
ARTICLE II. THE SECURITIES		6
Section 2.1.	Issuable in Series	6
Section 2.2.	Establishment of Terms of Series of Securities	6
Section 2.3.	Execution and Authentication	9
Section 2.4.	Registrar and Paying Agent	9
Section 2.5.	Paying Agent to Hold Money in Trust	10
Section 2.6.	Securityholder Lists	11
Section 2.7.	Transfer and Exchange	11
Section 2.8.	Mutilated, Destroyed, Lost and Stolen Securities	11
Section 2.9.	Outstanding Securities	12
Section 2.10.	Treasury Securities	13
Section 2.11.	Temporary Securities	13
Section 2.12.	Cancellation	13
Section 2.13.	Defaulted Interest	13
Section 2.14.	Global Securities	13
Section 2.15.	CUSIP Numbers	15
ARTICLE III. REDEMPTION		15
Section 3.1.	Notice to Trustee	15
Section 3.2.	Selection of Securities to be Redeemed	16
Section 3.3.	Notice of Redemption	16
Section 3.4.	Effect of Notice of Redemption	17
Section 3.5.	Deposit of Redemption Price	17
Section 3.6.	Securities Redeemed in Part	17
ARTICLE IV. COVENANTS		17
Section 4.1.	Payment of Principal and Interest	17
Section 4.2.	SEC Reports	18
Section 4.3.	Compliance Certificate	18
Section 4.4.	Stay, Extension and Usury Laws	18
ARTICLE V. SUCCESSORS		19
Section 5.1.	When Company May Merge, Etc.	19
Section 5.2.	Successor Corporation Substituted	19
ARTICLE VI. DEFAULTS AND REMEDIES		19
Section 6.1.	Events of Default	19

Section 6.2.	Acceleration of Maturity; Rescission and Annulment	21
Section 6.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	21
Section 6.4.	Trustee May File Proofs of Claim	22
Section 6.5.	Trustee May Enforce Claims Without Possession of Securities	23
Section 6.6.	Application of Money Collected	23
Section 6.7.	Limitation on Suits	24
Section 6.8.	Unconditional Right of Holders to Receive Principal and Interest	24
Section 6.9.	Restoration of Rights and Remedies	24
Section 6.10.	Rights and Remedies Cumulative	25
Section 6.11.	Delay or Omission Not Waiver	25
Section 6.12.	Control by Holders	25
Section 6.13.	Waiver of Past Defaults	26
Section 6.14.	Undertaking for Costs	26
ARTICLE VII. TRUSTEE		26
Section 7.1.	Duties of Trustee	26
Section 7.2.	Rights of Trustee	28
Section 7.3.	Individual Rights of Trustee	29
Section 7.4.	Trustee’s Disclaimer	29
Section 7.5.	Notice of Defaults	29
Section 7.6.	Reports by Trustee to Holders	29
Section 7.7.	Compensation and Indemnity	29
Section 7.8.	Replacement of Trustee	30
Section 7.9.	Successor Trustee by Merger, Etc.	31
Section 7.10.	Eligibility; Disqualification	31
Section 7.11.	Preferential Collection of Claims Against Company	31
ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE		32
Section 8.1.	Satisfaction and Discharge of Indenture	32
Section 8.2.	Application of Trust Funds; Indemnification	33
Section 8.3.	Legal Defeasance of Securities of any Series	33
Section 8.4.	Covenant Defeasance	34
Section 8.5.	Repayment to Company	35
Section 8.6.	Reinstatement	36
ARTICLE IX. AMENDMENTS AND WAIVERS		37
Section 9.1.	Without Consent of Holders	37
Section 9.2.	With Consent of Holders	37
Section 9.3.	Limitations	38
Section 9.4.	Compliance with Trust Indenture Act	39
Section 9.5.	Revocation and Effect of Consents	39
Section 9.6.	Notation on or Exchange of Securities	39
Section 9.7.	Trustee Protected	39
ARTICLE X. MISCELLANEOUS		40
Section 10.1.	Trust Indenture Act Controls	40
Section 10.2.	Notices	40

Section 10.3.	Communication by Holders with Other Holders	41
Section 10.4.	Certificate and Opinion as to Conditions Precedent	41
Section 10.5.	Statements Required in Certificate or Opinion	41
Section 10.6.	Rules by Trustee and Agents	42
Section 10.7.	Legal Holidays	42
Section 10.8.	No Recourse Against Others	42
Section 10.9.	Counterparts	42
Section 10.10.	Governing Law; Waiver of Jury Trial; Consent to Jurisdiction	42
Section 10.11.	No Adverse Interpretation of Other Agreements	43
Section 10.12.	Successors	43
Section 10.13.	Severability	43
Section 10.14.	Table of Contents, Headings, Etc.	43
Section 10.15.	Securities in a Foreign Currency	44
Section 10.16.	Judgment Currency	44
Section 10.17.	Force Majeure	45
Section 10.18.	U.S.A. Patriot Act	45
ARTICLE XI. SINKING FUNDS		45
Section 11.1.	Applicability of Article	45
Section 11.2.	Satisfaction of Sinking Fund Payments with Securities	45
Section 11.3.	Redemption of Securities for Sinking Fund	46

§ 310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(a)(5)		7.10
(b)		7.10
§ 311(a)		7.11
(b)		7.11
(c)		Not Applicable
§ 312(a)		2.6
(b)		10.3
(c)		10.3
§ 313(a)		7.6
(b)(1)		7.6
(b)(2)		7.6
(c)(1)		7.6
(d)		7.6
§ 314(a)		4.2, 10.5
(b)		Not Applicable
(c)(1)		10.4
(c)(2)		10.4
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		10.5
(f)		Not Applicable
§ 315(a)		7.1
(b)		7.5
(c)		7.1
(d)		7.1
(e)		6.14
§ 316(a)		2.10
(a)(1)(A)		6.12
(a)(1)(B)		6.13
(b)		6.8
§ 317(a)(1)		6.3
(a)(2)		6.4
(b)		2.5
§ 318(a)		10.1

TERM	DEFINED IN SECTION

“Bankruptcy Law”	6.1
“Custodian”	6.1
“Event of Default”	6.1
“Judgment Currency”	10.16
“Legal Holiday”	10.7
“mandatory sinking fund payment”	11.1
“New York Banking Day”	10.16
“Notice Agent”	2.4
“optional sinking fund payment”	11.1
“Paying Agent”	2.4
“Registrar”	2.4
“Required Currency”	10.16
“Specified Courts”	10.10
“successor person”	5.1

	CRYOPORT, INC.

	By:
		Name:
		Its:

	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	By:
		Name:
		Its:

	650 Town Center Drive, 20th Floor
	Costa Mesa, California 92626-1925
	Tel: +1.714.540.1235 Fax: +1.714.755.8290
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	San Diego
December 15, 2020	Frankfurt	San Francisco
	Hamburg	Seoul
Cryoport, Inc.	Hong Kong	Shanghai
112 Westwood Place, Suite 350	Houston	Silicon Valley
Brentwood, TN 37027	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

Nevada	88-0313393
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	9/30/2020
Assets
Cash and Balances Due From	$	43,891,940
Depository Institutions
Securities		132,530,990
Federal Funds		898
Loans & Lease Financing Receivables		307,196,612
Fixed Assets		7,598,340
Intangible Assets		12,549,045
Other Assets		26,728,893
Total Assets	$	530,496,718

Liabilities
Deposits	$	426,766,411
Fed Funds		1,460,030
Treasury Demand Notes		0
Trading Liabilities		859,917
Other Borrowed Money		29,719,033
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,732,819
Total Liabilities	$	477,388,210

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		38,022,958
Minority Interest in Subsidiaries		800,435
Total Equity Capital	$	53,108,508

Total Liabilities and Equity Capital	$	530,496,718

	9/30/2020
Assets
Cash and Balances Due From	$	43,891,940
Depository Institutions Securities		132,530,990
Federal Funds		898
Loans & Lease Financing Receivables		307,196,612
Fixed Assets		7,598,340
Intangible Assets		12,549,045
Other Assets		26,728,893
Total Assets	$	530,496,718

Liabilities
Deposits	$	426,766,411
Fed Funds		1,460,030
Treasury Demand Notes		0
Trading Liabilities		859,917
Other Borrowed Money		29,719,033
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,732,819
Total Liabilities	$	477,388,210

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		38,022,958
Minority Interest in Subsidiaries		800,435
Total Equity Capital	$	53,108,508

Total Liabilities and Equity Capital	$	530,496,718