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~~the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): June 6, 2025~~1934

Date of Report (Date of earliest event reported): June 11, 2025

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)


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)~~

¨☐ Written ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

¨☐ Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨ ☐ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

☐ 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(s)		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 ¨


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

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~~Indicate 5by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.07405 ~~Submission~~of this chapter) or Rule 12b-2 of ~~Matters~~the toSecurities aExchange ~~Vote~~Act of ~~Security~~1934 ~~Holders~~(§240.12b-2 of this chapter).

On June 6, 2025, Cryoport, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2025 (“Proxy Statement”), are set forth below.

~~Proposal~~Emerging ~~No.~~growth 1:company Election of Directors. The individuals listed below were elected to serve as directors of the Company until the Company’s 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier death, resignation, or removal:☐

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Linda Baddour	35,239,403	4,653,061	3,844,856
Daniel M. Hancock	39,535,584	356,880	3,844,856
Robert Hariri, M.D., Ph.D.	38,422,159	1,470,305	3,844,856
Ram M. Jagannath	39,306,265	586,199	3,844,856
Ramkumar Mandalam, Ph.D.	38,370,448	1,522,016	3,844,856
Jerrell W. Shelton	39,476,173	416,291	3,844,856

~~Proposal~~If ~~No.~~an 2:emerging ~~Ratification~~growth ofcompany, ~~the~~indicate ~~appointment of~~by ~~Deloitte~~check ~~and~~mark ~~Touche~~if ~~LLP as~~ the ~~independent~~registrant ~~registered~~has ~~public~~elected ~~accounting~~not ~~firm~~to ofuse the ~~Company~~extended ~~and~~transition ~~its~~period ~~subsidiaries~~ for ~~the~~complying ~~year~~with ~~ending December~~any ~~31,~~new ~~2025.~~or ~~This~~revised ~~proposal~~financial ~~was~~accounting ~~approved~~standards asprovided ~~set~~pursuant ~~forth~~to ~~below:~~Section 13(a) of the Exchange Act. ☐

Votes For	Votes Against	Abstentions	Broker Non-Votes
36,599,870	14,542	123,890	—

~~Proposal No. 3: Advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was approved as set forth below:~~

Votes For	Votes Against	Abstentions	Broker Non-Votes
31,308,283	1,549,637	35,526	3,844,856

~~Proposal~~Item No2.01 4:Completion ~~Advisory vote to approve the preferred frequency~~ of ~~future~~Acquisition ~~advisory~~or ~~votes~~Disposition ~~on the compensation~~ of ~~the named executive officers~~Assets. ~~This proposal was approved as set forth below:~~

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
31,819,718	311,644	733,429	28,655	3,844,856

~~After~~On ~~considering~~June 11, 2025 (the ~~results~~“Closing ofDate”), Cryoport, Inc. (the ~~vote~~“Company”, and collectively with certain of its wholly owned subsidiaries, “Sellers”) completed the ~~stockholders~~ onpreviously ~~Proposal~~announced Nodisposition of its CRYOPDP Business, an operating segment within its Life Sciences Services reportable segment, to designated affiliates of DHL Supply Chain International Holding B.V. 4(“Purchaser”) pursuant to the Sale and ~~consistent~~Purchase ~~with~~Agreement ~~the~~dated ~~recommendation~~as of March 31, 2025 (the ~~Company’s~~“Agreement”). ~~Board~~Pursuant to the terms of ~~Directors~~the Agreement, the Company ~~will~~divested ~~include a~~its ~~non-binding~~CRYOPDP ~~stockholder~~Business ~~advisory~~through ~~vote~~the sale to ~~approve~~Purchaser of 100% of the ~~compensation~~capital stock and voting rights of ~~its~~certain ~~named~~entities ~~executive~~conducting ~~officers~~business inunder ~~its~~the ~~proxy~~trade ~~materials~~name ~~every~~“CryoPDP” ~~year until~~(collectively, the ~~next~~“Transaction”). ~~required~~The ~~vote~~Company onand Purchaser also entered into certain related transaction agreements at the ~~frequency~~Closing ofDate, ~~stockholder~~including ~~votes~~a onmaster ~~named~~partnership ~~executive~~agreement, ~~officer~~a ~~compensation~~transition services agreement and other customary agreements.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2025 and is incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

On June 12, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information furnished under this Item 7.01, including Exhibit 99.1, 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 under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.


(b)	Pro Forma financial information.

The following unaudited pro forma condensed consolidated financial information for the Company and its subsidiaries reflect the disposition of the CRYOPDP Business pursuant to the Agreement, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

●

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025;

●

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2025, as well as for the fiscal years ended December 31, 2024, 2023, and 2022; and

●

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.


(d)	Exhibits.	The following materials are filed as an exhibit to this Current Report on Form 8-K:

Exhibit

Number


2.1	Sale and Purchase Agreement, dated as of March 31, 2025, by and among Cryoport, Inc., Cryoport Netherlands BV, Cryoport Germany GmbH, and DHL Supply Chain International Holding B.V. (incorporated by reference to Exhibit 2.1 filed with the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025)
99.1	Press Release of Cryoport, Inc., dated June 12, 2025
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements
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: June 10, 2025	Cryoport, Inc.
	/s/ Robert Stefanovich
	Robert Stefanovich
	Chief Financial Officer


Date: June 13, 2025		Cryoport, Inc.

		/s/ Robert Stefanovich
		Robert Stefanovich
		Chief Financial Officer

Filing Compare · Cryoport, Inc.