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v2.4.0.6
Equity
6 Months Ended
Sep. 30, 2012
Equity [Abstract]  
Equity

Note 8. Equity

Preferred Stock

On September 22, 2011, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation to authorize a class of undesignated or “blank check” preferred stock, which had previously been approved by the Company’s Board of Directors on July 19, 2011, consisting of 2,500,000 shares at $0.001 par value per share. Shares of preferred stock may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the Company’s Board of Directors.

Warrants and Options

During April 2012, the Company issued a warrant to purchase 30,000 shares of the Company’s common stock at an exercise price of $0.50 per share and a two year life to a consultant for services rendered. The Company recognized $8,546 in expense related to this warrant for the six months ended September 30, 2012.

During December 2011, the Company issued a warrant to purchase 155,844 shares of the Company’s common stock at an exercise price of $0.77 per share and a five year life to a consultant for services to be rendered over two years. The service agreement was terminated in May 2012. The Company recognized $8,084 in expense related to this warrant for the six months ended September 30, 2012.

During July 2011, the Company issued a warrant to purchase 10,000 shares of the Company’s common stock at an exercise price of $1.20 and a five year life to a consultant for services to be rendered within one year. The Company recognized $8,297 in expense related to these warrants for the three and six months ended September 30, 2011.

During April 2011, the Company issued a warrant to purchase 2,500 shares of the Company’s common stock at an exercise price of $1.38 per share and a five year life to a consultant for services to be rendered over three years. The Company recognized $280 and $557 and $172 and $409 in expense related to this warrant for the three and six months ended September 30, 2012 and 2011, respectively.

On March 7, 2011, the Company entered into an Advisory Services Agreement with Marc Grossman M.D. to provide strategic business advice for which he was issued a fully-vested warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.77 per share, in addition to a fee of $125,000. The fair value of this warrant was $302,769 as calculated using Black-Scholes and was recorded as an other current asset. The agreement ended in March 2012. For the three and six months ended September 30, 2011 the Company recognized $75,693 and $151,385 in expense related to this warrant and is included in selling, general and administrative in the accompanying condensed consolidated statements of operations.

On May 10, 2010, the Company issued warrants to purchase an aggregate of 40,000 shares of the Company’s common stock at an exercise price of $1.89 to a consultant for services rendered through June 2011. The warrants vested as to 20,000 shares of common stock upon issuance with a fair value of $36,090 and as to 20,000 shares of common stock upon attainment of certain deliverables and were valued accordingly at each interim reporting date until the deliverables were completed on June 8, 2011. Upon completion of the deliverable, the fair value was $12,937 which resulted in the Company reversing $6,666 in expense previously recorded.

 

Stock-based Compensation Plan Descriptions

The Company maintains three stock incentive plans, the 2002 Stock Incentive Plan (the “2002 Plan”), the 2009 Stock Incentive Plan (the “2009 Plan”) and the 2011 Stock Incentive Plan (the “2011 Plan”). The 2002 Plan provides for grants of incentive stock options and nonqualified options to employees, directors and consultants of the Company to purchase the Company’s shares at the fair value, as determined by management and the board of directors, of such shares on the grant date. The options are subject to various vesting conditions and generally vest over a three-year period beginning on the grant date and have seven to ten-year term. The 2002 Plan also provides for the granting of restricted shares of common stock subject to vesting requirements. The Company is authorized to issue up to 500,000 shares under this plan and has no shares available for future issuances as the 2002 Plan has expired.

On October 9, 2009, the Company’s stockholders approved and adopted the 2009 Plan, which had previously been approved by the Company’s Board of Directors on August 31, 2009. The 2009 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock rights, restricted stock, performance share units, performance shares, performance cash awards, stock appreciation rights, and stock grant awards (collectively, “Awards”) to employees, officers, non-employee directors, consultants and independent contractors of the Company. The 2009 Plan also permits the grant of awards that qualify for the “performance-based compensation” exception to the $1,000,000 limitation on the deduction of compensation imposed by Section 162(m) of the Internal Revenue Code. A total of 1,200,000 shares of the Company’s common stock are authorized for the granting of Awards under the 2009 Plan. The number of shares available for future Awards, as well as the terms of outstanding Awards, is subject to adjustment as provided in the 2009 Plan for stock splits, stock dividends, recapitalizations and other similar events. Awards may be granted under the 2009 Plan until the sooner of October 9, 2019 or until all shares available for Awards under the 2009 Plan have been purchased or acquired. The Company is authorized to issue up to 1,200,000 shares under this plan and as of September 30, 2012, the Company has 273,491 shares available for future Awards under the 2009 Plan.

On September 22, 2011, the Company’s stockholders approved and adopted the 2011 Plan, which had previously been approved by the Company’s Board of Directors on July 19, 2011. The 2011 Plan provides for the grant of Awards to employees, officers, non-employee directors and consultants of the Company. The Company’s Compensation Committee has the authority to determine the type of Award as well as the amount, terms and conditions of each Award under the 2011 Plan, subject to the limitations and other provisions of the 2011 Plan. A total of 2,300,000 shares of the Company’s common stock were authorized for the granting of Awards under the 2011 Plan. The number of shares available for Awards, as well as the terms of outstanding Awards, is subject to adjustment as provided in the 2011 Plan for stock splits, stock dividends, recapitalizations and other similar events. On September 13, 2012 the stockholders approved an increase to the number of shares of the Company’s common stock available for issuance by 3,000,000 shares. Awards may be granted under the 2011 Plan until September 21, 2021 or until all shares available for Awards under the 2011 Plan have been purchased or acquired unless the stockholders of the Company vote to approve an extension of the 2011 Plan prior to such expiration date. As of September 30, 2012, the Company is authorized to issue up to 5,300,000 shares under this plan and has 3,728,733 shares available for future issuances as of September 30, 2012.

In addition to the stock options issued pursuant to the Company’s three stock incentive plans, the Company has granted warrants to employees, officers, non-employee directors, consultants and independent contractors. The warrants are generally not subject to vesting requirements and have ten-year terms.

Summary of Assumptions and Activity

The Company uses Black-Scholes to recognize the value of stock-based compensation expense for all share-based payment awards. Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price volatility, risk free interest rate, expected option life and forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. The Company used the following assumptions for stock options granted during the six months ended September 30, 2012 and 2011:

 

         
    For the Six  Months
Ended
September 30, 2012
  For the Six  Months
Ended
September 30, 2011
    (unaudited)   (unaudited)

Stock options and warrants:

       

Expected term (in years)

  5.00 to 10.00   5.91 to 7.44

Expected volatility

  124% to 166%   164% to 173%

Risk free interest rate

  0.63% to 2.22%   1.15% to 2.87%

Expected dividend

  N/A   N/A

 

A summary of employee and director options and warrant activity for the six month period ended September 30, 2012 is presented below:

 

                                 
    Shares     Weighted
Average
Exercise Price
    Weighted
Average
Remaining
Contractual
Term (Yrs)
    Aggregate
Intrinsic
Value
 

Outstanding at March 31, 2012

    1,667,988     $ 2.48                  

Granted

    1,564,794       0.42                  

Exercised

    —         —                    

Forfeited

    (281,250     0.80                  
   

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at September 30, 2012

    2,951,532     $ 1.55       8.05     $ —    
   

 

 

   

 

 

   

 

 

   

 

 

 

Exercisable at September 30, 2012

    1,771,291     $ 2.24       7.00     $ —    
   

 

 

   

 

 

   

 

 

   

 

 

 

For the six months ended September 30, 2012 and 2011, the following represents the Company’s weighted average fair value of options granted:

 

                 

Period Ended:

  Granted     Weighted
Average  Fair
Value of
Options 
 

September 30, 2012

    1,564,794     $ 0.39  

September 30, 2011

    435,000     $ 1.25  

There were options to purchase 950,000 and 1,564,794 shares of common stock granted to employees and directors during the three and six months ended September 30, 2012, respectively. There were 35,000 and 435,000 stock options granted to employees and directors during the three and six months ended September 30, 2011, respectively. In connection with the options granted and the vesting of prior options and warrants issued, during the three and six months ended September 30, 2012 and 2011, the Company recorded total charges of $167,910 and $231,839 and $114,787 and $217,115, respectively, which have been included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. The Company issues new shares from its authorized shares upon exercise of warrants or options.

As of September 30, 2012, there was $478,172 of total unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a remaining weighted average vesting period of 3.21 years.

There were no exercises of options during the six months ended September 30, 2012 and 2011.