UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 9, 2023, as part of its periodic review of corporate governance matters and in connection with the universal proxy rules adopted by the Securities and Exchange Commission, the Board of Directors (the “Board”) of Cryoport, Inc. (the “Company”) adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as h, in order to, among other things:
| · | update the procedural and disclosure requirements for the nomination for directors, including, among other things, requiring that any stockholder seeking to nominate director(s) at a stockholder’s meeting provide the Company with certain representations, information and evidence regarding compliance with Rule 14a-19 under the Securities Exchange Act, as amended (the “Exchange Act”); |
| · | implement a requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; and |
| · | clarify that if a stockholder submitting a director nomination fails to comply with Rule 14a-19 under the Exchange Act, then such nominee proposed by such stockholder will be ineligible for election and any votes in respect of such nominee will be disregarded. |
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| 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: |
Exhibit
Number
| 3.1 | Amended and Restated Bylaws of Cryoport, Inc. |
| 104 | Cover page interactive data file (embedded within the inline XBRL document). |
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: November 15, 2023 | Cryoport, Inc. |
| /s/ Robert Stefanovich | |
| Robert Stefanovich | |
| Chief Financial Officer |