UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File No.: 001-34632
NOTIFICATION OF LATE FILING
| (Check One): | ¨ Form 10-K | ¨ Form 20-F | ¨ Form 11-K | ý Form 10-Q |
| ¨ Form 10-D | ¨ Form N-SAR | ¨ Form N-CSR |
| For the period ended: | September 30, 2013 |
| ¨ Transition Report on Form 10-K | ¨ Transition Report on Form 10-Q |
| ¨ Transition Report on Form 20-F | ¨ Transition Report on Form N-SAR |
| ¨ Transition Report on Form 11-K |
For the transition period ended: __________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ____________________________
PART I
REGISTRANT INFORMATION
CRYOPORT, INC.
Full Name of Registrant
20382 Barents Sea Circle
Address of Principal Executive Offices (Street and Number)
Lake Forest, California 92630
City, State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ¨ | (a) | The reasons described in reasonable detail in Part III of this form could not be |
| eliminated without unreasonable effort or expense; | ||
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, |
| Form 20-F, 11-K , Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| ¨ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been |
| attached if applicable. | ||
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. On November 14, 2013, certain directors requested to rescind the conversion of certain outstanding board of director fees into the registrant’s securities, which was disclosed in the registrant’s Current Report on Form 8-K dated September 27, 2013 and filed with the Securities and Exchange Commission, due to unintended accounting and tax consequences of such transaction. The registrant was unable to file its Quarterly Report on Form 10-Q in a timely manner without unreasonable effort and expense. The registrant expects to file the Quarterly Report on Form 10-Q within the additional time allowed by this report.
PART IV
OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Tony Ippolito | (714) | 427-7409 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Registrant Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ý Yes ¨ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
¨ Yes ý No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
CRYOPORT, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | November 14, 2013 | By: | /s/ Jerrell W. Shelton | |
| Jerrell W. Shelton | ||||
| Chief Executive Officer |