Washington, DC 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2012




(Exact name of registrant as specified in its charter)




Nevada   001-34632   88-0313393

(State of other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

20382 Barents Sea Circle, Lake Forest, California 92630

(Address of Principal Executive Offices)

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.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1, 2012, Mr. Carlton M. Johnson, Jr., informed the Board of Directors of CryoPort, Inc. (the “Company”) of his decision to resign as a member of the Board of Directors of the Company effective immediately. Mr. Johnson’s resignation was not due to any disagreement with the Company’s Board of Directors or its management.

The Company plans to recruit an independent director with relevant experience for the Company’s current stage of global commercialization.


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 2, 2012   By:  

/s/ Larry G. Stambaugh

    Larry G. Stambaugh
    Chief Executive Officer and Chairman