UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Repurchase Program
On August 6, 2024, Cryoport, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors had authorized a repurchase program to purchase up to $200,000,000 of the Company’s common stock and/or convertible senior notes (the “2024 Repurchase Program”). The 2024 Repurchase Program became effective on August 1, 2024 and remains in effect through December 31, 2027. The size and timing of any repurchase will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements.
Convertible Note Repurchase
On August 6, 2024, the Company entered into separate, privately negotiated transactions (the “Agreements”) with certain holders of its existing 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”) to repurchase approximately $160 million aggregate principal amount of the 2026 Notes at a repurchase price of $885 for each $1,000 principal amount of the 2026 Notes repurchased, plus accrued and unpaid interest. The repurchase of the 2026 Notes was made under the 2024 Repurchase Program. The 2026 Notes repurchases are expected to close on August 9, 2024, subject to customary closing conditions. Following such closings, approximately $186.2 million principal amount of the 2026 Notes will remain outstanding, from an initial issued principal balance of $402.5 million.
A copy of the press release issued by the Company on August 6, 2024 discussing the repurchase program and the convertible note repurchase is attached as Exhibit 99.1.
The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 6, 2024 issued by the Company. | |
| 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: August 6, 2024 | Cryoport Inc. | |
| /s/ Robert Stefanovich | ||
| Robert Stefanovich | ||
| Chief Financial Officer |