cryoport_8k-050509.htm
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 8,
2009
CryoPort,
Inc.
(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
of
incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification
No.)
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20382
Barents Sea Circle, Lake Forest, California 92630
(Address
of principal executive offices) (Zip Code)
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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 4,
2009 the Company’s Chairman accepted the resignation of Gary Cannon from the
Company’s Board of Directors. Mr. Cannon will serve on the Company’s advisory
board and continue to serve as outside general legal counsel to the
Company.
On May 4,
2009 the Company’s Board of Directors appointed Carlton M. Johnson to fill the
vacancy left by Gary Cannon’s resignation. Mr. Johnson’s appointment
also fullfills an agreement between the Company and BridgePointe Master Fund
Ltd. to have a representative of BridgePointe on the Company’s board of
directors pursuant to the Company’s debt covenants with
BridgePointe.
Mr.
Johnson has been In-House Legal Counsel for Roswell Capital Partners LLC
(“Roswell”) of Alpharetta, Georgia since
joining the firm in April of 1996. Roswell is a fund management company focused
on private equity investments in small-cap publicly traded companies. Mr.
Johnson has been a member of the Alabama Bar since 1986, the Florida Bar since
1988, and the State Bar of Georgia since 1997. He was a shareholder in the
Pensacola, Florida Bar Registered (AV rated) of Preeminent law firms, Smith,
Sauer, DeMaria & Johnson from 1988-1996. In 1996 he was Vice President and
President-Elect of the 600 member Escambia-Santa Rosa Bar Association. During
1993 through to 1996 he served on the Florida Bar Young Lawyers Division Board
of Governors. Mr. Johnson earned a degree in History/Political Science, with
high honors, at Auburn University in 1982 and Juris Doctorate at Samford
University – Cumberland School of Law, with high honors in 1986. He has served
on the Board of Directors for Peregrine Pharmaceuticals Inc. since 1999. He is
the Chair of their Audit Committee, and has served in various positions for this
emerging biotech company including assisting in business development and
licensing, financing and general corporate governance. Since 2001, Mr. Johnson
has served on the Board of Directors of Patriot Scientific, Inc. He is Chair of
the Compensation Committee and serves on the Audit Committee, as well as the
Executive Committee and is Patriot Scientific Co-Chair to the holding company
for intellectual property licensing and enforcement.
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. |
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(Registrant) |
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Date:
May 8, 2009
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By:
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/s/
Larry Stambaugh |
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Larry
Stambaugh |
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Chief
Executive Officer, President |
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