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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 9, 2023
CRYOPORT, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-34632 |
|
88-0313393 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| |
|
|
|
|
| 112
Westwood Place, Suite
350, Brentwood, TN 37027 |
| (Address of principal executive offices, including 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):
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which
registered |
| Common Stock, $0.001 par value |
|
CYRX |
|
The NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 4.01. |
Change in Registrant’s Certifying Accountant |
Appointment of New Independent Registered Public
Accounting Firm
On March 9, 2023, Cryoport,
Inc. (the “Company”), at the direction of the Audit Committee of the Board of Directors of the Company (the “Audit Committee”),
approved the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public
accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2023 and the dismissal
of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, in each case, effective
as of March 9, 2023. The engagement of Deloitte is subject to completion of Deloitte’s standard client acceptance procedures and
execution of an engagement letter.
During the Company’s
two most recent fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through March 9, 2023, neither the Company
nor anyone acting on its behalf consulted with Deloitte regarding either (a) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither
a written report was provided nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by
the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the
subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange
Act of 1934, as amended (“Regulation S-K”) and the related instructions thereto) or a “reportable event” (as described
in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto).
The Company notified EY on
March 9, 2023 that it would be dismissed as the Company’s independent registered public accounting firm, effective as
of March 9, 2023. EY’s reports on the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021
did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Company’s
two most recent fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through March 9, 2023, there were (i)
no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto with EY
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of EY, would have caused it to make reference to the subject matter of the disagreements in connection
with its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” within
the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company has provided EY
with a copy of the disclosures under this Item 4.01 and has requested that EY furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 and, if not, stating the respects
in which it does not agree. EY’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits |
| (d) |
Exhibits. |
The following material is filed as an exhibit to this Current Report on Form 8-K: |
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.
| Date:
March 15, 2023 |
Cryoport,
Inc. |
| |
|
| |
/s/
Robert Stefanovich |
| |
Robert
Stefanovich |
