##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ______ to ______
 Commission file number: 001-34632
 CRYOPORT, INC.
 (Exact name of Registrant as specified in its charter)
 Nevada(State or other jurisdiction of incorporation or organization)
    
    88-0313393(I.R.S. Employer Identification No.)20382 Barents Sea Circle, Lake Forest, California
    
    92630(Address of principal executive offices)
    
    (Zip Code)
 (949) 470-2300(Registrants telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class 
Common Stock, $0.001 par value
    
    Name of Each Exchange on Which Registered
OTC Market
 Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
Warrants to Purchase Common Stock
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
  (1)
    
    Excludes 5,881 shares of common stock held by directors and
officers, and any stockholder whose ownership exceeds five percent of
the shares outstanding as of September 30, 2010.




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##### 



CRYOPORT, INC.
 Fiscal Year 2011 10-K Annual Report
 Table of Contents
 PART IItem 1 Business
    
    
    1Item 1A Risk Factors
    
    
    10Item 1B Unresolved Staff Comments
    
    
    18Item 2 Properties
    
    
    19Item 3 Legal Proceedings
    
    
    19Item 4 [Removed and Reserved]
    
    
    19PART IIItem 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    19Item 6 Selected Financial Data
    
    
    20Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 7A Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 8 Financial Statements and Supplementary Data
    
    
    27Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    27Item 9A Controls and Procedures
    
    
    27Item 9B Other Information
    
    
    27PART IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    29Item 11 Executive Compensation
    
    
    29Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    29Item 13 Certain Relationships and Related Transactions, and Director Independence
    
    
    29Item 14 Principal Accountant Fees and Services
    
    
    29PART IVItem 15 Exhibits and Consolidated Financial Statement
    
    
    30SchedulesSignatures
    
    
    31Exhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  NOTE REGARDING REVERSE STOCK SPLIT
   i




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PART I
  ® ®
 
 Item 1.
    
    BUSINESS
 Overview
   ® ®
   1




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® ® ® ®
  Our Products and Pipeline
 ® ® ® ®
 The CryoPort Express® Shippers
 ® ®
 ® ® ®
 ® ®
  2




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®
 The CryoPort Express® System
 ® CryoPort Express ® Shipper CryoPort Express ® Smart Pak CryoPort Express ® Portal, CryoPort Express ® Analytics, ® ® ®
 CryoPort Express ® Portal
 ® ®
 ®
 The CryoPort Express ® Smart Pak
 ®
  CryoPort Express ® Analytics
 ® ®
 Biological Material Holders
 ®
  3




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Other Product Candidates and Development Activities
  Government Regulation
 ®
  Manufacturing and Raw Materials
 Manufacturing.
  Raw Materials.
 Patents and Proprietary Rights
 ®
 Type:
    
    No.
    
    
    Issued
    
    ExpirationPatent
    
    
    6,467,642
    
    
    Oct. 22, 2002
    
    Oct. 21, 2022Patent
    
    
    6,119,465
    
    
    Sep. 19, 2000
    
    Sep. 18, 2020Patent
    
    
    6,539,726
    
    
    Apr. 1, 2003
    
    Mar 31, 2023Trademark
    
    
    7,583,478,7
    
    
    Oct. 9, 2002
    
    
    N/ATrademark
    
    
    7,586,797,8
    
    
    Apr. 16, 2002
    
    
    N/ATrademark
    
    
    7,748,667,3
    
    
    Feb. 3, 2009
    
    
    N/ATrademark
    
    
    7,737,451,1
    
    
    Mar. 17, 2009
    
    
    N/A
  4




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Customers and Distribution
   ®
 
    
    Pharmaceutical clinical trials / contract research organizations;
    
    Gene biotechnology;
    
    Transport of infectious materials and dangerous goods;
    
    Pharmaceutical distribution; and
    
    Fertility clinics/artificial insemination.
 Pharmaceutical Clinical Trials.
  5




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®
 ®
 Gene Biotechnology. ®
 Transport of Infectious Materials and Dangerous Goods. ®
 ®
 Pharmaceutical Distribution. ®
 Fertility Clinics.
  Sales and Marketing
   6




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Our geographical sales for the year ended March 31, 2011 were as follows: USA and Canada
    
    
    50
    %Europe
    
    
    20
    %Asia and Rest of World
    
    
    30
    %
 We recently entered into agreements with FedEx and DHL and we plan to further expand our sales and marketing
efforts through the establishment of additional strategic relationships with global couriers and, subject to available
financial resources, the hiring of additional sales and marketing personnel. During the year ended March
31, 2011, we had one internal sales person who manages our direct sales.  In April 2011
the Company hired a Chief Commercial Officer and added three members to the direct sales
force, of whom have backgrounds in the cold-chain shipping industry. Industry and Competition
   
    
    Pharmaceutical clinical trials, including transport of tissue culture samples;
    
    Pharmaceutical commercial product distribution;
    
    Transportation of diagnostic specimens;
    
    Transportation of infectious materials;
    
    Intra laboratory diagnostic testing;
    
    Transport of temperature-sensitive specimens by courier;
    
    Analysis of biological samples;
    
    Environmental sampling;
    
    Gene and stem cell biotechnology and vaccine production; and
    
    Food engineering.
      7




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
    
    Availability of a dry ice source;
    
    Handling and storage of the dry ice;
    
    Cost of the dry ice;
    
    Compliance with local, state and federal regulations relating to the storage and use of dry ice;
    
    Weight of containers when packed with dry ice;
    
    Securing a shipping container with a high enough R-value (which is a measure of thermal
resistance) to hold the dry ice and product for the required time period;
    
    Securing a shipping container that meets the requirements of IATA, the DOT, the CDC, and other
regulatory agencies; and
    
    The emission of green house gases into the environment.
  ®
 ® ® ® ® ®
  8




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##### Table of Contents



Research and Development
 ® ® ®
 Corporate Governance
 www.cryoport.com
 Human Resources
   9




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ITEM 1A.
    
    RISK FACTORS
 This Annual Report on Form 10-K contains forward-looking information based on our current
expectations. Because our actual results may differ materially from any forward-looking statements
made by or on behalf of CryoPort, this section includes a discussion of important factors that
could affect our actual future results, including, but not limited to, our potential product and
service revenues, acceptance of our products and services, expenses, net income(loss) and
earnings(loss) per common share.
 Risks Related to Our Business
 We have incurred significant losses to date and may continue to incur losses.
  Net LossFiscal Year Ended March 31, 2011
    
    $
    6,152,278Fiscal Year Ended March 31, 2010
    
    $
    5,651,561
 ®
 If we are unable to obtain additional funding, we may have to reduce or discontinue our business
operations.
  ®
 If we are not successful in establishing strategic relationships with global couriers, we may not
be able to successfully increase revenues and cash flow which could adversely affect our
operations.
  Our agreements with FedEx and DHL may not result in a significant increase in our revenues or cash
flow.
 ® ® ®
  10




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Current economic conditions and capital markets are in a period of disruption and instability which
could adversely affect our ability to access the capital markets, and thus adversely affect our
business and liquidity.
 ®
 The sale of substantial shares of our common stock may depress our stock price.
   Number of Shares ofCommon StockIssuable or ReservedFor IssuanceCommon stock issuable upon conversion of the outstanding
balance of our convertible debentures
    
    
    869,065Common stock issuable upon exercise of outstanding warrants
    
    
    27,822,669Common stock issuable upon exercise of outstanding
options or reserved for future incentive awards under our
stock incentive plans
    
    
    1,640,901Total
    
    
    30,332,635
  We will have difficulty increasing our revenues if we experience delays, difficulties or
unanticipated costs in establishing the sales, distribution and marketing capabilities necessary to
successfully commercialize our products.
  Our ability to grow and compete in our industry will be hampered if we are unable to retain the
continued service of our key professionals or to identify, hire and retain additional qualified
professionals.
   11




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We are dependent on new products and services, the lack of which would harm our competitive
position.
   If we successfully develop products and/or services, but those products and/or services do not
achieve and maintain market acceptance, our business will not be profitable.
 ® ®
 
    
    our shippers ability to perform and preserve the integrity of the materials shipped;
 
    
    relative convenience and ease of use of our shipper and/or web portal;
 
    
    availability of alternative products;
 
    
    pricing and cost effectiveness; and
 
    
    effectiveness of our or our collaborators sales and marketing strategy.
   We are dependent on an outside party for the continued development of our CryoPort Express® Portal
 ®
 Our success depends, in part, on our ability to obtain patent protection for our products and
business model, preserve our trade secrets, and operate without infringing the proprietary rights
of others.
    12




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Our products may contain errors or defects, which could result in damage to our reputation, lost
revenues, diverted development resources and increased service costs and litigation.
  If we experience manufacturing delays or interruptions in production, then we may experience
customer dissatisfaction and our reputation could suffer.
  Because we rely on a limited number of suppliers, we may experience difficulty in meeting our
customers demands for our products in a timely manner or within budget.
  Our CryoPort Express® Portal may be subject to intentional disruption that could adversely impact
our reputation and future revenues.
 ® ® ®
 Our products and services may expose us to liability in excess of our current insurance coverage.
    13




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Complying with certain regulations that apply to shipments using our products can limit our
activities and increase our cost of operations.
  If we cannot compete effectively, we will lose business.
  
    
    acceptance of our business model and a per useconsolidated fee structure;
 
    
    ongoing development of enhanced technical features and benefits;
 
    
    reductions in the manufacturing cost of competitors products;
 
    
    the ability to maintain and expand distribution channels;
 
    
    brand name;
 
    
    the ability to deliver our products to our customers when requested;
 
    
    the timing of introductions of new products and services; and
 
    
    financial resources.
  We may not be able to compete with our competitors in the industry because many of them have
greater resources than we do.
   14




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Risks Relating to Our Current Financing Arrangements
 Our outstanding convertible debentures impose certain restrictions on how we conduct our business.
In addition, all of our assets, including our intellectual property, are pledged to secure this
indebtedness. If we fail to meet our obligations to the debenture holders, our payment obligations
may be accelerated and the collateral securing the indebtedness may be sold to satisfy these
obligations.
   
    
    other than the reverse stock split we effected on February 5, 2010, which the holder of our
Debentures consented to, effect future reverse stock splits of our outstanding common stock;
 
    
    incur additional indebtedness, except for certain permitted indebtedness. Permitted
indebtedness is defined to include lease obligations and purchase money indebtedness of up to an
aggregate of $200,000 and indebtedness that is expressly subordinated to the Debentures and matures
following the maturity date of the Debentures;
 
    
    incur additional liens on any of our assets except for certain permitted liens including but
not limited liens for taxes, assessments and government charges not yet due and liens incurred in
connection with permitted indebtedness;
 
    
    pay cash dividends;
 
    
    redeem any outstanding shares of our common stock or any outstanding options or warrants to
purchase shares of our common stock except in connection with the repurchase of stock from former
directors and officers provided such repurchases do not exceed $100,000 during the term of the
Debentures;
 
    
    enter into transactions with affiliates other than on arms-length terms; and
 
    
    make any revisions to the terms of existing contractual agreements for the Related Party
Notes Payable and the Line of Credit (as each is referred to in our Form 10-Q for the period ended
June 30, 2009).
  Certain of our existing stockholders own and have the right to acquire a substantial number of shares of common stock. As of June 10, 2011, our directors, executive officers and beneficial owners of 5% or more of our outstanding
common stock beneficially owned 11,556,091 shares (without regard to beneficial ownership limitations contained in
certain warrants) of common stock assuming their exercise of all outstanding warrants, options and conversion of all
convertible debt; or approximately 30.80% of our outstanding common stock. Of these shares of common stock beneficially
owned, 1,921,547 shares, or approximately 6.48% of our outstanding common stock, are beneficially owned by Enable
Growth Partners LP (and affiliated funds), 1,877,072 shares, or approximately 6.34% of our outstanding common stock,
are beneficially owned by BridgePointe Master Fund, Ltd., 4,285,710 shares, or approximately 14.02% of our common stock, are
beneficially owned by CNH Partners, LLC, and 2,757,895 shares, or approximately 9.14% of our outstanding common stock,
are beneficially owned by Emergent Financial Group (each calculated without regard to the shares of common stock that may be
acquired by the other upon the exercise of its warrants and conversion of debt). As such, the concentration of
beneficial ownership of our common stock may have the effect of delaying or preventing a change in control of CryoPort
and may adversely affect the voting or other rights of other holders of our common stock.  15




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Our stock and warrant price is and will continue to be volatile.
  
    
    technological innovations or new products and services by us or our competitors;
    
    additions or departures of key personnel;
    
    sales of our common stock;
    
    our ability to integrate operations, technology, products and services;
    
    our ability to execute our business plan;
    
    operating results below expectations;
    
    loss of any strategic relationship;
    
    industry developments;
    
    economic and other external factors; and
    
    period-to-period fluctuations in our financial results.
  If equity research analysts do not publish research or reports about our business or if they issue
unfavorable commentary or downgrade our common stock and warrants, the price of our common stock
and warrants could decline.
  We have not paid dividends on our common stock in the past and do not expect to pay dividends in
the foreseeable future. Any return on investment may be limited to the value of our common stock.
  As a result of our recent 10-to-1 reverse stock split, the liquidity of our common stock and market
capitalization could be adversely affected.
  We may need additional capital, and the sale of additional shares of common stock or other equity
securities could result in additional dilution to our stockholders.
   16




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Provisions in our bylaws and Nevada law might discourage, delay or prevent a change of control of
our company or changes in our management and, as a result, may depress the trading price of our
common stock.
     Even though we are not incorporated in California, we may become subject to a number of provisions
of the California General Corporation Law.
       2 3
    17




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Our stock is deemed to be penny stock.
   If we fail to maintain effective internal controls over financial reporting, the price of our
common stock may be adversely affected.
  Standards for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain, and if
we fail to comply in a timely manner, our business could be harmed and our stock price could
decline.
  If we fail to remain current in our reporting requirements, our securities could be removed from
the OTCQB, which would limit the ability of broker-dealers to sell our securities and the ability
of stockholders to sell their securities in the secondary market.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
   18




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ITEM 2.
    
    PROPERTIES
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    [REMOVED AND RESERVED]
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDERS
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information.
 Common StockSales PriceHigh
    
    
    LowFiscal Year 2011Quarter Ended March 31, 2011
    
    $
    1.69
    
    
    $
    0.51Quarter Ended December 31, 2010
    
    $
    0.95
    
    
    $
    0.43Quarter Ended September 30, 2010
    
    $
    1.50
    
    
    $
    0.66Quarter Ended June 30, 2010
    
    $
    2.20
    
    
    $
    1.31Fiscal Year 2010Quarter Ended March 31, 2010
    
    $
    10.50
    
    
    $
    1.65Quarter Ended December 31, 2009
    
    $
    5.40
    
    
    $
    3.80Quarter Ended September 30, 2009
    
    $
    7.00
    
    
    $
    3.70Quarter Ended June 30, 2009
    
    $
    9.00
    
    
    $
    4.10
 Holders.
 Dividends.
 Securities Authorized for Issuance Under Equity Compensation.
 Recent Sale of Unregistered Securities
  19




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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.  The fair value of this warrant was $302,769 of which the Company
recorded $277,538 as another current asset and recognized $25,231 in selling, general and administrative expense for
the year ended March 31, 2011 in the accompanying consolidated financial statements. 
 ITEM 6.
    
    SELECTED FINANCIAL DATA
  Years Ended March 31,
(in thousands, except per share data)
 2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007Consolidated Statement of Operations
Data:Revenues
    
    $
    476
    
    
    $
    118
    
    
    $
    35
    
    
    $
    84
    
    
    $
    67Cost of revenues
    
    
    1,303
    
    
    
    718
    
    
    
    546
    
    
    
    386
    
    
    
    177Gross loss
    
    
    (827
    )
    
    
    (600
    )
    
    
    (511
    )
    
    
    (302
    )
    
    
    (110
    )Selling, general and
administrative
    
    
    4,321
    
    
    
    3,313
    
    
    
    2,387
    
    
    
    2,551
    
    
    
    1,899Research and development
    
    
    449
    
    
    
    284
    
    
    
    297
    
    
    
    166
    
    
    
    88Total operating expenses
    
    
    4,770
    
    
    
    3,597
    
    
    
    2,684
    
    
    
    2,717
    
    
    
    1,987Loss from operations
    
    
    (5,597
    )
    
    
    (4,197
    )
    
    
    (3,195
    )
    
    
    (3.019
    )
    
    
    (2,097
    )Other (expense) income:Interest income
    
    
    16
    
    
    
    8
    
    
    
    32
    
    
    
    50Interest expense
    
    
    (619
    )
    
    
    (7,029
    )
    
    
    (2,693
    )
    
    
    (1,593
    )
    
    
    (228
    )Loss on sale of fixed assets
    
    
    
    
    
    
    (9
    )Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (10,847
    )
    
    
    
    
    
    
    Change in fair value of
derivative liabilities
    
    
    50
    
    
    
    5,577
    
    
    
    
    
    
    
    
    
    
    
    Net loss before income taxes
    
    
    (6,150
    )
    
    
    (5,650
    )
    
    
    (16,703
    )
    
    
    (4,562
    )
    
    
    (2,325
    )Income taxes
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2Net loss
    
    $
    (6,152
    )
    
    $
    (5,652
    )
    
    $
    (16,705
    )
    
    $
    (4,564
    )
    
    $
    (2,327
    )Net loss per common share, basic and
diluted
    
    $
    (0.46
    )
    
    $
    (1.13
    )
    
    $
    (4.05
    )
    
    $
    (1.16
    )
    
    $
    (0.75
    )Weighted average shares used in
computing net loss per common share,
basic and diluted
    
    
    13,302
    
    
    
    5,011
    
    
    
    4,124
    
    
    
    3,943
    
    
    
    3,094
 As of March 31,
(in thousands)
 2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007Consolidated Balance Sheet Data:Cash, cash equivalents
    
    $
    9,278
    
    
    $
    3,630
    
    
    $
    250
    
    
    $
    2,231
    
    
    $
    264Working capital (deficit)
    
    
    6,760
    
    
    
    1,995
    
    
    
    (3,693
    )
    
    
    981
    
    
    
    (478
    )Total assets
    
    
    11,031
    
    
    
    4,777
    
    
    
    1,573
    
    
    
    3,461
    
    
    
    484Convertible notes, net
    
    
    2,401
    
    
    
    2,502
    
    
    
    3,883
    
    
    
    902
    
    
    
    96Other long-term obligations
    
    
    1,423
    
    
    
    1,478
    
    
    
    1,601
    
    
    
    1,711
    
    
    
    1,857Accumulated deficit
    
    
    (52,096
    )
    
    
    (45,944
    )
    
    
    (30,634
    )
    
    
    (13,929
    )
    
    
    (9,365
    )Total stockholders equity (deficit)
    
    
    5,948
    
    
    
    (915
    )
    
    
    (4,776
    )
    
    
    
    
    
    
    (2,288
    )
  20




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
   Overview
   ® ®
    21




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Results of Operations
 Years Ended March 31, 2011 and 2010
 Revenues ®
 Gross loss and cost of revenues.
  Selling, general and administrative expenses ®
  Research and development expenses
 Interest income
 Interest expense
 Change in fair value of derivative liabilities.
 Income taxes
 Net loss.
  22




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Liquidity and Capital Resources
         23




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Contractual Obligations
  Payments due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanTotal
    
    
    1 year
    
    
    years
    
    
    Years
    
    
    5 yearsOperating Lease Obligations
    
    $
    483,742
    
    
    $
    156,979
    
    
    $
    195,237
    
    
    $
    131,526
    
    
    $
    Convertible Debentures (1)
    
    
    2,607,196
    
    
    
    2,176,628
    
    
    
    430,568
    
    
    
    
    
    
    
    Other Long-term Debt Obligations (2)
    
    
    1,525,412
    
    
    
    102,000
    
    
    
    192,000
    
    
    
    1,231,412Total:
    
    $
    4,616,350
    
    
    $
    2,435,607
    
    
    $
    817,805
    
    
    $
    1,362,938
    
    
    $
    0
 
 (1)
    
    The Company issued convertible debentures in October 2007 (the October 2007 Debentures) and
in May 2008 (the May 2008 Debentures, and together with the October 2007 Debentures, the
Debentures). The Debentures were issued to four institutional investors and have an
outstanding principal balance of $2,607,196 as of March 31, 2011. As collateral to secure our
repayment obligations to the holders of the Debentures we have granted such holders a first
priority security interest in generally all of our assets, including our intellectual
property.(2)
    
    Represents unsecured indebtedness owed to five related parties, including four former members
of the board of directors, for capital advances made to the Company from February 2001 through
March 2005. These notes bear interest at the rate of 6% per annum and provide for aggregate
monthly principal payments which began April 1, 2006 of $2,500, and which increased by an
aggregate of $2,500 every nine months to a maximum of $10,000 per month. As of March 31,
2011, the aggregate principal payments totaled $10,000 per month. Any remaining unpaid
principal and accrued interest is due at maturity March 1, 2015. Critical Accounting Policies and Estimates
   Revenue Recognition
 Per Use Revenues
   Inventory
   24




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##### Table of Contents



Property and Equipment
  Cryogenic Shippers
    
    3 yearsFurniture and fixtures
    
    7 yearsMachinery and equipment
    
    5-7 yearsLeasehold improvements
    
    Lesser of lease term or estimated useful life
  Intangible Assets
  Long-Lived Assets
  Stock-based Compensation
    Issuance
of Stock for Non-Cash Consideration
   25




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##### Table of Contents



Derivative Liabilities
  Convertible Debentures
  Deferred Financing Costs
  Income Taxes
 Income Taxes
  New Accounting Pronouncements
    26




---



##### Table of Contents



ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures.
  (b) Managements Report on Internal Control Over Financial Reporting.
 (c) Changes in Internal Control over Financial Reporting.
 
 ITEM 9B.
    
    OTHER INFORMATION
   27




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##### Table of Contents



CRYOPORT, INC.
MANAGEMENTS REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
   
    
    pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the Companys assets;
 
    
    provide reasonable assurance that transactions are recorded as
necessary to permit preparation of consolidated financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of the Companys
management and directors; and
 
    
    provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Companys assets that could have a material effect on the
consolidated financial statements.
     By:
    
    /s/ Larry G. Stambaugh

Larry G. Stambaugh,
    
    
    
    By:
    
    /s/ Catherine M. Doll

Catherine M. DollPresident & Chief Executive
    
    
    
    
    
    Chief Financial OfficerOfficer, and Director
   28




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
   29




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##### Table of Contents



PART IV
 
 ITEM 15:
    
    Exhibits and Financial Statement Schedules.
 (a)
    
    Financial Statements
 (1)
    
    Index to Consolidated Financial StatementsThe financial statements required by this item are submitted in a
separate section beginning on page F-1 of this report.
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets at March 31, 2011 and 2010
    
    
    F-3Consolidated Statements of Operations the years ended March 31, 2011 and 2010
    
    
    F-4Consolidated Statements of Stockholders Equity (Deficit) for each years ended
March 31, 2011 and 2010
    
    
    F-5Consolidated Statements of Cash Flows for the years ended March 31, 2011 and 2010
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-8
 2.
    
    Financial Statement SchedulesAll financial statement schedules are omitted because they were not required or the required
information is included in the Consolidated Financial Statements and the related Notes thereto.3.
    
    Exhibit IndexSee Exhibit Index
  30




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##### Table of Contents



CRYOPORT, INC.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of March 31, 2011 and 2010
    
    
    F-3Consolidated Statements of Operations for the years ended March 31, 2011 and 2010
    
    
    F-4Consolidated Statements of Stockholders Equity (Deficit) for the years ended March 31, 2011 and 2010
    
    
    F-5Consolidated Statements of Cash Flows for the years ended March 31, 2011 and 2010
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-8
  F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  F-2




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##### Table of Contents



CRYOPORT, INC.
 
 CONSOLIDATED BALANCE SHEETS
 March 31,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    9,278,443
    
    
    $
    3,629,886Restricted cash
    
    
    91,169
    
    
    
    90,404Accounts receivable, net of allowances of $9,100 in 2011 and $1,500 in 2010
    
    
    55,794
    
    
    
    81,036Inventories
    
    
    44,224
    
    
    
    Other current assets
    
    
    528,045
    
    
    
    104,014Total current assets
    
    
    9,997,675
    
    
    
    3,905,340Property and equipment, net
    
    
    669,580
    
    
    
    559,241Intangible assets, net
    
    
    354,854
    
    
    
    311,965Deposits and other assets
    
    
    9,358
    
    
    
    Total assets
    
    $
    11,031,467
    
    
    $
    4,776,546LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable and accrued expenses
    
    $
    506,887
    
    
    $
    823,653Accrued compensation and related expenses
    
    
    402,746
    
    
    
    312,002Current portion of convertible debentures payable, net of discount of $197,226 in 2011 and $0 in 2010
    
    
    1,979,402
    
    
    
    200,000Line of credit and accrued interest
    
    
    90,388
    
    
    
    90,388Current portion of related party notes payable
    
    
    102,000
    
    
    
    150,000Derivative liabilities
    
    
    156,497
    
    
    
    334,363Total current liabilities
    
    
    3,237,920
    
    
    
    1,910,406Related party notes payable and accrued interest, net of current portion
    
    
    1,423,412
    
    
    
    1,478,256Convertible debentures payable, net of current portion and discount of $8,842 in 2011 and $728,109 in 2010, respectively
    
    
    421,726
    
    
    
    2,302,459Total liabilities
    
    
    5,083,058
    
    
    
    5,691,121Commitments and contingenciesStockholders equity (deficit):Common stock, $0.001 par value; 250,000,000 shares authorized; 27,504,583 and 8,136,619 shares issued and outstanding
at March 31, 2011 and 2010, respectively
    
    
    27,505
    
    
    
    8,137Additional paid-in capital
    
    
    58,016,991
    
    
    
    45,021,097Accumulated deficit
    
    
    (52,096,087
    )
    
    
    (45,943,809
    )Total stockholders equity (deficit)
    
    
    5,948,409
    
    
    
    (914,575
    )Total liabilities and stockholders equity (deficit)
    
    $
    11,031,467
    
    
    $
    4,776,546
   F-3




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##### Table of Contents



CRYOPORT, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended March 31,2011
    
    
    2010Revenues
    
    $
    475,504
    
    
    $
    117,956Cost of revenues
    
    
    1,302,988
    
    
    
    717,710Gross loss
    
    
    (827,484
    )
    
    
    (599,754
    )Operating expenses:Selling, general and administrative
    
    
    4,320,461
    
    
    
    3,312,635Research and development
    
    
    449,129
    
    
    
    284,847Total operating expenses
    
    
    4,769,590
    
    
    
    3,597,482Loss from operations
    
    
    (5,597,074
    )
    
    
    (4,197,236
    )Other (expense) income:Interest income
    
    
    15,571
    
    
    
    8,164Interest expense
    
    
    (618,765
    )
    
    
    (7,028,684
    )Loss on sale of property and equipment
    
    
    
    
    
    
    (9,184
    )Change in fair value of derivative liabilities
    
    
    49,590
    
    
    
    5,576,979Total other expense, net
    
    
    (553,604
    )
    
    
    (1,452,725
    )Loss before income taxes
    
    
    (6,150,678
    )
    
    
    (5,649,961
    )Income taxes
    
    
    1,600
    
    
    
    1,600Net loss
    
    $
    (6,152,278
    )
    
    $
    (5,651,561
    )Net loss per common share, basic and diluted
    
    $
    (0.46
    )
    
    $
    (1.13
    )Basic and diluted weighted average common shares
outstanding
    
    
    13,301,769
    
    
    
    5,011,057
   F-4




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##### Table of Contents



CRYOPORT, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Equity (Deficit)Balance at March 31, 2009
    
    
    4,186,194
    
    
    $
    4,186
    
    
    $
    25,854,265
    
    
    $
    (30,634,355
    )
    
    $
    (4,775,904
    )Cumulative effect related to adoption of new accounting principle
    
    
    
    
    
    
    
    
    
    
    (4,217,730
    )
    
    
    (9,657,893
    )
    
    
    (13,875,623
    )Issuance of common stock for conversion of convertible notes payable including accrued interest
    
    
    519,186
    
    
    
    519
    
    
    
    1,459,682
    
    
    
    
    
    
    
    1,460,201Issuance of common stock for conversion of convertible debentures and accrued interest
    
    
    1,236,316
    
    
    
    1,237
    
    
    
    4,267,446
    
    
    
    
    
    
    
    4,268,683Reclassification of derivative liability to additional paid-in capital upon conversion of convertible notes and debentures
    
    
    
    
    
    
    
    
    
    
    2,728,459
    
    
    
    
    
    
    
    2,728,459Reclassification of derivative liability to additional paid-in capital upon effectively fixing conversion feature and
warrant price
    
    
    
    
    
    
    
    
    
    
    9,009,329
    
    
    
    
    
    
    
    9,009,329Estimated fair value of warrants issued as commission for debt financing
    
    
    
    
    
    
    
    
    
    
    63,396
    
    
    
    
    
    
    
    63,396Issuance of common stock for services
    
    
    33,490
    
    
    
    33
    
    
    
    166,061
    
    
    
    
    
    
    
    166,094Exercise of warrants for cash, net
    
    
    479,033
    
    
    
    479
    
    
    
    1,359,989
    
    
    
    
    
    
    
    1,360,468Cashless exercise of warrants and stock options
    
    
    15,753
    
    
    
    16
    
    
    
    (16
    )
    
    
    
    
    
    
    Issuance of units in public offering, net of offering costs of $1,257,904
    
    
    1,666,667
    
    
    
    1,667
    
    
    
    3,740,430
    
    
    
    
    
    
    
    3,742,097Share-based compensation related to stock options and warrants issued to consultants, employees and directors
    
    
    
    
    
    
    
    
    
    
    589,786
    
    
    
    
    
    
    
    589,786Fractional share adjustment for stock split
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,651,561
    )
    
    
    (5,651,561
    )Balance at March 31, 2010
    
    
    8,136,619
    
    
    $
    8,137
    
    
    $
    45,021,097
    
    
    $
    (45,943,809
    )
    
    $
    (914,575
    )Issuance of common stock for conversion of convertible debentures
    
    
    66,666
    
    
    
    67
    
    
    
    199,933
    
    
    
    
    
    
    
    200,000Reclassification of derivative liability to additional paid-in capital
    
    
    
    
    
    
    
    
    
    
    128,276
    
    
    
    
    
    
    
    128,276Reduction of accrued offering costs in connection with February 2010 financing
    
    
    
    
    
    
    
    
    
    
    29,067
    
    
    
    
    
    
    
    29,067Issuance of common stock for services
    
    
    13,636
    
    
    
    14
    
    
    
    23,985
    
    
    
    
    
    
    
    23,999Exercise of warrants and options for cash
    
    
    279,094
    
    
    
    279
    
    
    
    212,924
    
    
    
    
    
    
    
    213,203Cashless exercise of warrants
    
    
    114,061
    
    
    
    114
    
    
    
    (114
    )
    
    
    
    
    
    
    Issuance of units in private placement offering, net of offering costs of $1,776,605
    
    
    18,894,507
    
    
    
    18,894
    
    
    
    11,430,665
    
    
    
    
    
    
    
    11,449,559Share-based compensation related to stock options and warrants issued to consultants, employees and directors
    
    
    
    
    
    
    
    
    
    
    971,158
    
    
    
    
    
    
    
    971,158Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,152,278
    )
    
    
    (6,152,278
    )Balance at March 31, 2011
    
    
    27,504,583
    
    
    $
    27,505
    
    
    $
    58,016,991
    
    
    $
    (52,096,087
    )
    
    $
    5,948,409
   F-5




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##### Table of Contents



CRYOPORT, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended March 31,2011
    
    
    2010OPERATING ACTIVITIESNet loss
    
    $
    (6,152,278
    )
    
    $
    (5,651,561
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    245,477
    
    
    
    150,093Amortization of deferred financing costs
    
    
    
    
    
    
    159,516Amortization of debt discount
    
    
    522,041
    
    
    
    6,417,346Fair value of stock issued to consultants
    
    
    
    
    
    
    166,094Share-based compensation related to stock options and warrants
issued to consultants, employees and directors
    
    
    477,620
    
    
    
    865,895Change in fair value of derivative instruments
    
    
    (49,590
    )
    
    
    (5,576,979
    )Loss on sale of assets
    
    
    
    
    
    
    9,184Loss on disposal of cryogenic shippers
    
    
    6,517
    
    
    
    21,285Interest accrued on restricted cash
    
    
    (765
    )
    
    
    649Changes in operating assets and liabilities:Accounts receivable
    
    
    25,242
    
    
    
    (78,490
    )Inventories
    
    
    16,004
    
    
    
    81,012Other assets
    
    
    (155,851
    )
    
    
    (50,219
    )Accounts payable and accrued expenses
    
    
    (109,728
    )
    
    
    209,907Accrued warranty costs
    
    
    
    
    
    
    (18,743
    )Accrued compensation and related expenses
    
    
    306,744
    
    
    
    105,822Accrued interest
    
    
    57,156
    
    
    
    335,830Net cash used in operating activities
    
    
    (4,811,411
    )
    
    
    (2,853,359
    )INVESTING ACTIVITIESDecrease in restricted cash
    
    
    
    
    
    
    10,000Purchases of intangible assets
    
    
    (124,050
    )
    
    
    (116,948
    )Purchases of property and equipment
    
    
    (341,400
    )
    
    
    (31,926
    )Net cash used in investing activities
    
    
    (465,450
    )
    
    
    (138,874
    )FINANCING ACTIVITIESProceeds from issuance of common stock, net of cash paid for issuance costs
    
    
    11,571,286
    
    
    
    4,046,863Proceeds from borrowings under convertible notes
    
    
    
    
    
    
    1,321,500Repayment of
convertible debentures payable
    
    
    (423,372
    )
    
    
    Repayment of deferred financing costs
    
    
    (275,699
    )
    
    
    (92,520
    )Repayment of related party notes payable
    
    
    (160,000
    )
    
    
    (120,000
    )Repayments of note payable to officer
    
    
    
    
    
    
    (143,950
    )Payment of fees associated with the exercise of warrants
    
    
    
    
    
    
    (76,632
    )Proceeds from exercise of options and warrants
    
    
    213,203
    
    
    
    1,437,100Net cash provided by financing activities
    
    
    10,925,418
    
    
    
    6,372,361Net change in cash and cash equivalents
    
    
    5,648,557
    
    
    
    3,380,128Cash and cash equivalents, beginning of year
    
    
    3,629,886
    
    
    
    249,758Cash and cash equivalents, end of year
    
    $
    9,278,443
    
    
    $
    3,629,886SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid during the year for:Interest
    
    
    39,568
    
    
    
    13,875Income taxes
    
    
    1,600
    
    
    
    1,600
  F-6




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##### Table of Contents



CRYOPORT, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 Years Ended March 31,2011
    
    
    2010SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Offering costs in connection with equity financing included in accounts payable
    
    $
    121,727
    
    
    $
    304,766Settlement of accounts payable with shares of common stock
    
    $
    23,999
    
    
    $
    Reduction of accrued offering costs in connection with February 2010 financing
    
    $
    29,067
    
    
    $
    Conversion of debt to common stock
    
    $
    200,000
    
    
    $
    5,728,884Reclassification of embedded conversion feature to equity upon conversion
    
    $
    
    
    
    $
    2,728,459Cashless exercise of warrants and stock options
    
    $
    114
    
    
    $
    16Fair value of options issued to employee in lieu of cash bonus
    
    $
    216,000
    
    
    $
    Cumulative effect of accounting change to accumulated deficit for derivative liabilities
    
    $
    
    
    
    $
    9,657,893Cumulative effect of accounting change to additional paid-in capital for derivative liabilities
    
    $
    
    
    
    $
    4,217,730Reclassification of inventory to property and equipment
    
    $
    
    
    
    $
    449,229Addition of principal due to debt modifications
    
    $
    
    
    
    $
    646,369Reclassification of derivative liabilities to additional paid-in capital upon
fixing conversion feature and warrant price
    
    $
    128,276
    
    
    $
    9,009,329Estimated fair value of warrants issued to related party in connection with an
advisory services agreement
    
    $
    302,769
    
    
    $
    Reclassification of property and equipment to inventories
    
    $
    60,228
    
    
    $
    Cumulative effect of accounting change to debt discount for derivative liabilities
    
    $
    
    
    
    $
    2,595,095Debt discount in connection with convertible debt financing
    
    $
    
    
    
    $
    1,080,201
   F-7




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##### Table of Contents



CRYOPORT, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Organization and Summary of Significant Accounting Policies
 The Company
  ® ®
 ® ® ® ®
 Basis of Presentation
  Reverse Stock Split
   F-8




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Principles of Consolidation
  Use of Estimates
  Fair Value of Financial Instruments
  Cash and Cash Equivalents
  Concentrations of Credit Risk
  Restricted
cash
  Customers
    Inventories
     F-9




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Property and Equipment
   Intangible Assets
  Long-lived Assets
  Deferred Financing Costs
     Accrued Warranty Costs
  Convertible Debentures
  Derivative Liabilities
   F-10




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Commitments and Contingencies
  Income Taxes
 Income Taxes
  Supply Concentration Risks
   Revenue Recognition
   Accounting for Shipping and Handling Revenue, Fees and Costs
  Research and Development Expenses
 ® ® ®
 Stock-based Compensation
       F-11




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Issuance of Stock for Non-Cash Consideration
  Basic and Diluted Loss Per Share
   Segment Reporting
  Subsequent Events
   F-12




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 New Accounting Pronouncements
   Note 2. Inventories
  March 31,
    
    
    March 31,2011
    
    
    2010Raw materials
    
    $
    37,739
    
    
    $
    Finished goods
    
    
    6,485
    
    
    
    $
    44,224
    
    
    $
    
  Note 3. Property and Equipment
  March 31,2011
    
    
    2010Cryogenic shippers
    
    $
    689,757
    
    
    $
    449,734Furniture and fixtures
    
    
    3,284
    
    
    
    3,284Machinery and equipment
    
    
    355,303
    
    
    
    340,169Leasehold improvements
    
    
    19,426
    
    
    
    19,4261,067,770
    
    
    
    812,613Less accumulated depreciation and amortization
    
    
    (398,190
    )
    
    
    (253,372
    )$
    669,580
    
    
    $
    559,241
    F-13




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 4. Intangible Assets
  March 31,2011
    
    
    2010Patents and trademarks
    
    $
    91,354
    
    
    $
    91,354Software development costs
    
    
    479,131
    
    
    
    355,081570,485
    
    
    
    446,435Less accumulated amortization
    
    
    (215,631
    )
    
    
    (134,470
    )$
    354,854
    
    
    $
    311,965
  Patents and
    
    
    
    
    
    
    TotalYears Ending March 31,
    
    Trademarks
    
    
    Software
    
    
    Intangibles2012
    
    $
    8,533
    
    
    $
    95,804
    
    
    $
    104,3372013
    
    
    8,533
    
    
    
    95,804
    
    
    
    104,3372014
    
    
    8,506
    
    
    
    77,116
    
    
    
    85,6222015
    
    
    7,460
    
    
    
    29,253
    
    
    
    36,7132016
    
    
    7,047
    
    
    
    16,798
    
    
    
    23,845$
    40,079
    
    
    $
    314,775
    
    
    $
    354,854
  F-14




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 5. Fair Value Measurements
      Level 3
    
    
    Level 3Carrying Value
    
    
    Carrying ValueMarch 31, 2011
    
    
    March 31, 2010Derivative Liabilities
    
    $
    156,497
    
    
    $
    334,363
  2011
    
    
    2010Balance at April 1
    
    $
    334,363
    
    
    $
    Cumulative effect of change in accounting principle (see Note 9)
    
    
    
    
    
    
    16,470,718Derivative liability added  warrants
    
    
    
    
    
    
    389,781Derivative liability added  conversion option
    
    
    
    
    
    
    788,631Reclassification of conversion feature to equity upon conversions of notes
    
    
    
    
    
    
    (2,728,459
    )Reclassification of conversion feature and warrants to equity upon
modification of terms (no longer derivative instruments)
    
    
    
    
    
    
    (9,009,329
    )Change in fair value
    
    
    (49,590
    )
    
    
    (5,576,979
    )Reclassification of warrants to equity upon  fixing exercise price
    
    
    (128,276
    )
    
    
    Balance at
March 31,
    
    $
    156,497
    
    
    $
    334,363
  F-15




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 6. Line of Credit
 ®
 Note 7. Related Party Transactions
 Related Party Notes Payable
    Years Ending March 31:2012
    
    $
    102,0002013
    
    
    96,0002014
    
    
    96,0002015
    
    
    1,231,412$
    1,525,412
 Note Payable to Former Officer
  Consulting
Agreement with Former Officer
   Advisory Services Agreement with Former Officer
   F-16




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Related
Party Legal Services
  Consulting
Agreement with Officer
    Note 8. Convertible Debentures Payable
  March 31,
    
    
    March 31,2011
    
    
    2010October 2007 Debentures
    
    $
    2,607,196
    
    
    $
    3,150,975May 2008 Debentures
    
    
    
    
    
    
    79,5932,607,196
    
    
    
    3,230,568Debt discount
    
    
    (206,068
    )
    
    
    (728,109
    )Total convertible debentures, net of discount
    
    $
    2,401,128
    
    
    $
    2,502,459Short-term:Current portion of convertible debentures
payable, net of discount of $197,226 in
2011 and $0 in 2010, respectively
    
    
    1,979,402
    
    
    
    200,000Long-term:Convertible debentures payable, net of
current portion and discount of $8,842 in
2011 and $728,109 in 2010, respectively
    
    
    421,726
    
    
    
    2,302,459Total convertible debentures, net of discount
    
    $
    2,401,128
    
    
    $
    2,502,459
  October 2007 and May 2008 Debentures
   F-17




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Fiscal Year 2010 Activity
           F-18




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
                 
    
    each holder converted $1,357,215 in principal amount of the
outstanding principal balance of such holders debenture in exchange
for a number of shares of common stock determined by dividing such
principal amount by the unit offering price in the Companys equity
financing on February 25, 2010 (see Note 10). Based on the public
offering price of $3.00 per unit, each holder received a total of
452,405 shares of common stock upon conversion. As a result of the
conversion of an aggregate of $2,714,430 outstanding principal, the
Company reclassified a portion of the derivative liability related to
the conversion feature of the Debentures of $1,450,605 to additional
paid-in capital and accelerated the recognition of $554,720 of debt
discount as interest expense;
    
    with respect to the remaining outstanding balance of the debentures
after the foregoing conversions, the Company is not obligated to make
any principal or interest payments until March 1, 2011, at which time
the Company will be obligated to start making monthly principal
payments of $200,000 for a period of seventeen (17) months with a
final balloon payment due on August 1, 2012. In addition, the future
interest of $163,573 (in the aggregate) that would accrue on the
outstanding principal balance from July 1, 2010 (the date to which
accrued interest was previously added to principal) to March 1, 2011
was added to the current principal balance of the debentures with a
corresponding increase to the debt discount to be amortized over the
remaining life of the debt. Interest payments over the remaining term
are to accrue and become due quarterly;
  F-19




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 
    
    the conversion price of the remaining outstanding balance of each
debenture was reset to $3.00 based on the public offering price;
    
    the exercise price of the warrants currently held by the debenture
holders was reset to $3.30 per share which is equal to the exercise
price of the warrants included as part of the units sold in the public
offering (110% of the unit offering price) and the exercise period was
extended to January 1, 2015;
    
    the termination of certain anti-dilution provisions contained in the
debentures and warrants held by the debenture holders and their right
to maintain a fully-diluted ownership of our common stock equal to
34.5%, which, along with the reset of the conversion price to $3.00
per share and warrant exercise price to $3.30 per share, resulted in
the reclassification of $9,009,329 of derivative liability related to
the embedded conversion features and warrants to additional paid-in
capital since the modification to the terms of the warrants no longer
required derivative accounting;
    
    the termination of certain financial covenants as described above; and
    
    each executed a lock-up agreement covering a period of 180 days
following the effective date of the registration statement; provided,
however, that in the event that on any trading day during the lock-up
period the trading price of the Companys common stock exceeds 200% of
the offering price of the units, then each holder may sell at sales
prices equal to or greater than 200% of such unit offering price a
number of shares of common stock on that trading day (such day
referred to as an Open Trading Day) equal to up to 10% of the
aggregate trading volume of the Companys common stock on the primary
market on which it is trading on such Open Trading Day, and (ii) in
the event on any trading day during the lock-up period the trading
price of the Companys common stock exceeds 300% of the unit offering
price (also referred to as an Open Trading Day), each holder may sell
at sales prices equal to or greater than 300% of such unit offering
price an unlimited number of shares of common stock on such Open
Trading Day. Sales under the foregoing clause (ii) on any particular
Open Trading Day shall not be aggregated with sales under the
foregoing clause (i) on the same Open Trading Day for purposes of
calculating the 10% limitation under clause (i).
 Fiscal Year 2011 Activity
   Private Placement Debentures
 Fiscal Year 2010 Activity
     F-20




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  AmountYears EndingMarch 31,2012
    
    $
    2,176,6282013
    
    
    430,568$
    2,607,196
 Note 9. Derivative Liabilities
   Fiscal Year 2010 Activity
      F-21




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Fiscal Year 2011 Activity
    F-22




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  March 31,
    
    March 31,2011
    
    2010Expected dividends
    
    
    
    Expected term (in years)
    
    3.01  4.22
    
    3.50  5.00Risk-free interest rate
    
    0.64%  1.79%
    
    1.42%  2.69%Expected volatility
    
    128%  189%
    
    178%  204%
   March 31,2010Expected dividends
    
Expected term (in years)
    
0.09  2.43Risk-free interest rate
    

0.06%  1.65%Expected volatility
    
    81%  150%
  Note 10. Stockholders Equity
 Common Stock
   F-23




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Fiscal Year 2010 Activity
              F-24




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
          Fiscal Year 2011 Activity
    F-25




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
          F-26




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
      Warrants Outstanding:
  Weighted-
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateNumber of Shares
    
    
    Exercise Price
    
    
    Life (Years)
    
    
    Intrinsic ValueOutstanding at April 1, 2010
    
    
    5,227,677
    
    
    $
    3.43
    
    
    
    
    
    
    $Granted
    
    
    22,787,582
    
    
    $
    0.78Exercised
    
    
    (388,561
    )
    
    $
    0.77
    
    
    
    
    
    
    
    279,953Forfeited
    
    
    (95,464
    )
    
    $
    0.77Expired
    
    
    (21,420
    )
    
    $
    6.99Outstanding at March 31, 2011
    
    
    27,509,814
    
    
    $
    1.27
    
    
    
    4.55
    
    
    $
    14,003,125Exercisable
    
    
    27,489,814
    
    
    $
    1.27
    
    
    
    4.54
    
    
    $
    14,003,125
  Warrants OutstandingRemainingYear of Grant
    
    
    
    
    
    
    
    Contractual(as of March 31)
    
    Exercise Price
    
    Number Outstanding
    
    
    Life (Years)2008
    
    $1.50  $15.00
    
    
    1,777,153
    
    
    
    3.692009
    
    $2.81  $8.50
    
    
    659,881
    
    
    
    3.602010
    
    $1.91  $5.10
    
    
    2,769,223
    
    
    
    3.812011
    
    $0.77  $2.74
    
    
    22,303,557
    
    
    
    4.7327,509,814
  F-27




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 11. Stock Compensation Plan
   Plan Descriptions
     Number of
    
    
    Weighted- Average
    
    
    Remaining
    
    
    AggregateShares
    
    
    Exercise Price
    
    
    Contractual Life
    
    
    Intrinsic ValueOutstanding at April 1, 2010
    
    
    555,203
    
    
    $
    6.22
    
    
    
    
    
    
    $Granted
    
    
    1,296,832
    
    
    $
    0.72Exercised
    
    
    (4,594
    )
    
    $
    0.40
    
    
    
    
    
    
    
    4,594Canceled
    
    
    (421,545
    )
    
    $
    1.11Outstanding
and expected to vest at March 31, 2011
    
    
    1,425,896
    
    
    $
    2.75
    
    
    
    7.75
    
    
    $
    709,703Exercisable at March 31, 2011
    
    
    993,396
    
    
    $
    3.55
    
    
    
    7.15
    
    
    $
    418,573
  F-28




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Stock Options and Warrants OutstandingRemainingYear of Grant
    
    
    
    Number
    
    
    Contractual
    
    
    Vested and(as of March 31)
    
    Exercise Price
    
    Outstanding
    
    
    Life (Years)
    
    
    Exercisable2003
    
    $10.00
    
    
    5,000
    
    
    
    2.59
    
    
    
    5,0002004
    
    6.00
    
    
    20,000
    
    
    
    3.26
    
    
    
    20,0002005
    
    0.40  6.00
    
    
    22,201
    
    
    
    2.30
    
    
    
    22,2012007
    
    2.80  10.00
    
    
    111,335
    
    
    
    5.45
    
    
    
    111,3352008
    
    7.50  10.80
    
    
    88,780
    
    
    
    6.77
    
    
    
    88,7802009
    
    5.10  10.50
    
    
    91,740
    
    
    
    7.71
    
    
    
    91,7402010
    
    4.30  8.30
    
    
    107,008
    
    
    
    6.07
    
    
    
    84,0082011
    
    0.66-2.00
    
    
    979,832
    
    
    
    8.53
    
    
    
    570,3321,425,896
    
    
    
    
    
    
    
    993,396
  
    
    The expected option term reflects the application of the simplified
method set out in SAB No. 107 Share-Based Payment (SAB 107), which was
issued in March 2005. In December 2007, the SEC released Staff
Accounting Bulletin No. 110 (SAB 110), which extends the use of the
simplified method, under certain circumstances, in developing an
estimate of expected term of plain vanilla share options.
Accordingly, the Company has utilized the average of the contractual
term of the options and the weighted average vesting period for all
options and warrants to calculate the expected option term.
    
    Estimated volatility also reflects the historical volatility pattern of the Companys share price.
    
    The dividend yield is based on the Companys historical pattern of dividends as well as expected dividend patterns.
    
    The risk-free rate is based on the implied yield of U.S. Treasury
notes as of the grant date with a remaining term approximately equal
to the expected term.
    
    Estimated forfeiture rate of 0% per year is based on the Companys
historical forfeiture activity of unvested stock options. The Company
used the following assumptions for stock options and warrants granted
during the years ended March 31, 2011 and 2010:
 Years Ended March 31,2011
    
    2010Risk-free interest rate
    
    0.77%  3.32%
    
    1.38%  3.04%Expected volatility
    
    142%  179%
    
    179%  197%Expected life (in years)
    
    3.50  6.48
    
    3.50  6.02Expected dividend yield
    
    N/A
    
    N/A
  F-29




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  WeightedAverageFair Value ofOptions andGrant Year
    
    Granted
    
    
    WarrantsMarch 31, 2011
    
    
    1,296,832
    
    
    $
    0.69March 31, 2010
    
    
    211,553
    
    
    $
    3.53
    Note 12. Equity Instruments Issued to Non-Employees for Acquiring Goods or Services
     F-30




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 13. Commitments and Contingencies
 Lease Commitments
     Years Ending March 31:2012
    
    $
    156,9792013
    
    
    96,1532014
    
    
    99,0842015
    
    
    104,7932016
    
    
    26,733$
    483,742
 Consulting and Engineering Services Effective November 1, 2010, the Company entered into a Second Amendment to Master Consulting and Engineering
Services Agreement (the Second Amendment) with KLATU Networks, LLC (KLATU), which amended the Master Consulting and
Engineering Services Agreement between the parties dated as of October 9, 2007 (the Agreement), as amended by the
First Amendment to Master Consulting and Engineering Services Agreement between the parties dated as of April 23, 2009.
The parties entered into the Second Amendment to clarify their mutual intent and understanding that all license rights
granted to the Company under the Agreement, as amended, shall survive any termination or expiration of the Agreement.
In addition, in recognition that the Company has paid KLATU less than the market rate for comparable services, the
Second Amendment provides that if the Company terminates the Agreement without cause, which the Company has no
intention of doing, or liquidates, KLATU shall be entitled to receive additional consideration for its services
provided from the commencement of the Agreement through such date of termination, which additional compensation shall
not be less than $2 million plus two times the cost of work (as defined in the Agreement). Any such additional
compensation would be payable in three equal installments within 12 months following the date the amount of such
additional compensation is determined. The Master Consulting and Engineering Services Agreement dated October 9, 2007, as amended on April 23, 2009 and
November 1, 2010, between CryoPort, Inc. and KLATU Networks, LLC provides a framework for KLATU to provide services to
CryoPort. The agreement provides for one year terms ending on December 31 of each year, but it automatically renews
for one year periods unless otherwise terminated. CryoPort can terminate the agreement upon 30 days notice. If
CryoPort terminates the agreement, it has to pay KLATU a termination fee that will not be less than $2,000,000 plus two
times the cost of work (as defined in the agreement) performed by KLATU under the agreement. Litigation
  Indemnities and Guarantees
     F-31




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 14. Income Taxes
  2011
    
    
    2010Deferred tax asset:Net operating loss carryforward
    
    $
    8,661,000
    
    
    $
    10,938,000Research credits
    
    
    28,000
    
    
    
    24,000Expenses recognized for granting of options and warrants
    
    
    927,000
    
    
    
    800,000Accrued expenses and reserves
    
    
    41,000
    
    
    
    104,000Valuation allowance
    
    
    (9,657,000
    )
    
    
    (11,866,000
    )$
    
    
    
    $
    
   2011
    
    
    2010Computed tax benefit at federal statutory rate
    
    $
    (2,091,000
    )
    
    $
    (1,920,000
    )State tax, net of federal benefit
    
    
    (307,000
    )
    
    
    (645,000
    )Warrant MTM Adjustment
    
    
    (17,000
    )
    
    
    Permanent items and other
    
    
    4,625,600
    
    
    
    (3,226,400
    )Valuation allowance
    
    
    (2,209,000
    )
    
    
    5,793,000$
    1,600
    
    
    $
    1,600
    Income Taxes
  F-32




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Note 15. Quarterly Results of Operations

(unaudited)
  Quarter EndedMar. 31,
    
    
    Dec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,
    
    
    Dec. 31,
    
    
    Sept. 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009(Unaudited)Revenues:
    
    $
    100
    
    
    $
    100
    
    
    $
    124
    
    
    $
    152
    
    
    $
    75
    
    
    $
    21
    
    
    $
    8
    
    
    $
    14Cost of revenues
    
    
    274
    
    
    
    257
    
    
    
    378
    
    
    
    395
    
    
    
    259
    
    
    
    133
    
    
    
    177
    
    
    
    149Gross loss
    
    
    (174
    )
    
    
    (157
    )
    
    
    (254
    )
    
    
    (243
    )
    
    
    (184
    )
    
    
    (112
    )
    
    
    (169
    )
    
    
    (135
    )Research and development
    
    
    107
    
    
    
    105
    
    
    
    115
    
    
    
    122
    
    
    
    15
    
    
    
    89
    
    
    
    93
    
    
    
    88Selling, general and administrative
    
    
    1,182
    
    
    
    1,081
    
    
    
    1,114
    
    
    
    943
    
    
    
    1,114
    
    
    
    690
    
    
    
    779
    
    
    
    729Total
operating expenses
    
    
    1,289
    
    
    
    1,186
    
    
    
    1,229
    
    
    
    1,065
    
    
    
    1,129
    
    
    
    779
    
    
    
    872
    
    
    
    817Loss from operations
    
    
    (1,463
    )
    
    
    (1,343
    )
    
    
    (1,483
    )
    
    
    (1,308
    )
    
    
    (1,313
    )
    
    
    (891
    )
    
    
    (1,041
    )
    
    
    (952
    )Other income (expense), net
    
    
    (394
    )
    
    
    (114
    )
    
    
    (27
    )
    
    
    (19
    )
    
    
    747
    
    
    
    3,342
    
    
    
    (6,144
    )
    
    
    602Income (loss) before income taxes
    
    
    (1,857
    )
    
    
    (1,457
    )
    
    
    (1,510
    )
    
    
    (1,327
    )
    
    
    (566
    )
    
    
    2,451
    
    
    
    (7,185
    )
    
    
    (350
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    Net income (loss)
    
    $
    (1,857
    )
    
    $
    (1,457
    )
    
    $
    (1,510
    )
    
    $
    (1,329
    )
    
    $
    (566
    )
    
    $
    2,451
    
    
    $
    (7,187
    )
    
    $
    (350
    )Net income (loss) per common share:Basic
    
    
    (0.09
    )
    
    
    (0.11
    )
    
    
    (0.15
    )
    
    
    (0.16
    )
    
    
    (0.09
    )
    
    
    0.50
    
    
    
    (1.56
    )
    
    
    (0.08
    )Weighted average common shares outstanding:Basic
    
    
    21,346
    
    
    
    13,565
    
    
    
    10,269
    
    
    
    8,146
    
    
    
    6,242
    
    
    
    4,912
    
    
    
    4,615
    
    
    
    4,294Diluted
    
    
    21,346
    
    
    
    13,565
    
    
    
    10,269
    
    
    
    8,146
    
    
    
    6,242
    
    
    
    6,577
    
    
    
    4,615
    
    
    
    4,294
  F-33




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##### Table of Contents



CRYOPORT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Note 16. Subsequent Events
      F-34




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##### Table of Contents



SIGNATURES
  CRYOPORT, INC.Dated:
June 27, 2011
    
    By:
    
    /s/ LARRY G. STAMBAUGH

Larry G. Stambaugh,President & Chief Executive Officer, and Director
 POWER OF ATTORNEY
   Signature
    
    Capacity
    
    Date/s/ Larry G. Stambaugh

Larry G. Stambaugh
    
    President & Chief Executive Officer
(Principal Executive
Officer), and Director
    
    June 27, 2011/s/ Catherine M. Doll

Catherine M. Doll
    
    Chief Financial Officer (Principal
Financial and
Principal Accounting Officer)
    
    June 27, 2011/s/ Carlton M. Johnson

Carlton M. Johnson
    
    Director
    
    June 27, 2011/s/ Adam Michelin

Adam Michelin
    
    Director
    
    June 27, 2011/s/ Karen M. Muller

Karen M. Muller
    
    Director
    
    June 27, 2011
  31




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description3.1
    
    
    Corporate Charter for G.T.5-Limited issued by the State of Nevada on March 15, 2005. Incorporated by reference to CryoPorts
Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.2
    
    
    Articles of Incorporation for G.T.5-Limited filed with the State of Nevada in May 25, 1990. Incorporated by reference to CryoPorts
Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.3
    
    
    Amendment to Articles of Incorporation of G.T.5-Limited increasing the authorized shares of common stock from 5,000,000 to
100,000,000 shares of common stock filed with the State of Nevada on October 12, 2004.
Incorporated by reference to CryoPorts
Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.4
    
    
    Amendment to Articles of Incorporation changing the name of the corporation from
G.T.5-Limited to CryoPort, Inc. filed with the State of Nevada on March 16, 2005.
Incorporated by reference to CryoPorts Registration Statement on Form 10-SB/A4 dated
February 23, 2006.3.4.1
    
    
    Amended and Restated Articles of Incorporation dated October 19, 2008. Incorporated by
reference to CryoPorts Current Report on
Form 8-K filed October 19, 2007.3.4.2
    
    
    Certificate of Amendment to Articles of Incorporation filed with the State of
Nevada on November 2, 2009. Incorporated by reference to CryoPorts Amendment No. 1
to Form S-1/A Registration Statement dated January 12, 2010.3.4.3
    
    
    Certificate of Amendment to Amended and Restated Articles of Incorporation filed with the
State of Nevada on February 3, 2010.
Incorporated by reference to CryoPorts Current Report on Form 8-K filed on February 5,
2010.3.5
    
    
    Amended and Restated By-Laws of CryoPort, Inc. adopted by the Board of Directors on June
22, 2005 and amended by the Certificate of Amendment of Amended and Restated Bylaws of
CryoPort, Inc. adopted by the Board of Directors on October 9, 2009. Incorporated by
reference to CryoPorts Amendment No. 1 to Form S-1/A Registration Statement dated January
12, 2010.3.6
    
    
    Articles of Incorporation of CryoPort Systems, Inc. filed with the State of California on
December 11, 2000, including Corporate Charter for CryoPort Systems, Inc. issued by the
State of California on December 13, 2000. Incorporated by reference to CryoPorts
Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.7
    
    
    By-Laws of CryoPort Systems, Inc. adopted by the Board of Directors on December 11, 2000. Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.8
    
    
    CryoPort, Inc. Stock Certificate Specimen. Incorporated by reference to CryoPorts Registration Statement on Form 10-SB/A4 dated
February 23, 2006.3.9
    
    
    Code of Conduct for CryoPort, Inc. Incorporated by reference to CryoPorts Registration Statement on Form 10-SB/A4 dated
February 23, 2006.3.10
    
    
    Code of Ethics for Senior Officers of CryoPort, Inc. and subsidiaries. Incorporated by
reference to CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.11
    
    
    Statement of Policy on Insider Trading. Incorporated by reference to CryoPorts Registration Statement on Form 10-SB/A4 dated
February 23, 2006.3.12
    
    
    CryoPort, Inc. Audit Committee Charter, under which the Audit Committee will operate, adopted by the Board of Directors on
August 19, 2005. Incorporated by reference to CryoPorts Registration Statement on Form
10-SB/A4 dated February 23, 2006.3.13
    
    
    CryoPort Systems, Inc. 2002 Stock Incentive Plan adopted by the Board of Directors on
October 1, 2002. Incorporated by reference to CryoPorts Registration Statement on Form
10-SB/A4 dated February 23, 2006.3.14
    
    
    Stock Option Agreement ISO  Specimen adopted by the Board of Directors on October 1, 2002.
Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.
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ExhibitNo.
    
    Description3.15
    
    
    Stock Option Agreement NSO  Specimen adopted by Board of Directors on October 1, 2002. Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.16
    
    
    Warrant Agreement  Specimen adopted by the Board of Directors on October 1, 2002. Incorporated by reference to CryoPorts
Registration Statement on Form 10-SB/A4 dated February 23, 2006.3.17
    
    
    Patents and Trademarks3.17.1
    
    
    CryoPort Systems, Inc. Patent #6,467,642 information sheet and Assignment to CryoPort Systems, Inc. document. On File with
CryoPort.3.17.2
    
    
    CryoPort Systems, Inc. Patent #6,119,465 information sheet and Assignment to CryoPort Systems, Inc. document. On File with
CryoPort.3.17.3
    
    
    CryoPort Systems, Inc. Patent #6,539,726 information sheet and Assignment to CryoPort Systems, Inc. document. On File with
CryoPort.3.17.4
    
    
    CryoPort Systems, Inc. Trademark #7, 583, 478,7 information sheet and Assignment to
CryoPort Systems, Inc. document. On File with CryoPort.3.17.5
    
    
    CryoPort Systems, Inc. Trademark #7, 586, 797, 8 information sheet and Assignment to
CryoPort Systems, Inc. document. On File with CryoPort.3.17.6
    
    
    CryoPort Systems, Inc. Trademark #7,748,667,3 information sheet and Assignment to
CryoPort Systems, Inc. document. On File with CryoPort.3.17.7
    
    
    CryoPort Systems, Inc. Trademark #7,737,454,1 information sheet and Assignment to
CryoPort Systems, Inc. document. On File with CryoPort.4.1
    
    
    Form of Debenture  Original Issue Discount 8% Secured Convertible Debenture dated
September 28, 2007. Incorporated by reference to CryoPorts Registration Statement on
Form SB-2 dated November 9, 2007.4.1.1
    
    
    Amendment to Convertible Debenture dated February 19, 2008. Incorporated by reference to
CryoPorts Current Report on Form 8- K dated March 7, 2008 and referred to as Exhibit
10.1.10.4.1.2
    
    
    Amendment to Convertible Debenture dated April 30, 2008. CryoPorts Current Report
on Form 8-K dated April 30, 2008 and referred to as Exhibit 10.1.11.4.1.2.1
    
    
    Annex to Amendment to Convertible Debenture dated April 30, 2008. CryoPorts Current
Report on Form 8-K dated April 30, 2008 and referred to as Exhibit 10.1.11.1.4.1.3
    
    
    Amendment to Convertible Debenture dated August 29, 2008. Incorporated by reference to CryoPorts Current Report on Form 8-K
dated August 29, 2008.4.1.4
    
    
    Amendment to Convertible Debenture effective January 27, 2009 and dated February 20, 2009. Incorporated by reference to
CryoPorts Current Report on Form 8-K dated February 19, 2009.4.1.5
    
    
    Amendment to Debentures and Warrants with Enable Growth Partners LP, Enable
Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe
Master Fund Ltd. and CryoPort Inc. dated September 1, 2009. Incorporated by reference
to CryoPorts Current Report on Form 8-K dated September 17, 2009.4.1.6
    
    
    Amendment to Debentures and Warrants, Agreement and Waiver with Enable Growth Partners
LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena,
BridgePointe Master Fund Ltd. and CryoPort Inc. dated January 12, 2010. Incorporated by
reference to CryoPorts Current Report on Form 8-K dated January 15, 2010.4.1.7
    
    
    Amendment Agreement with Enable Growth Partners LP, Enable Opportunity Partners LP,
Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund Ltd. and
CryoPort Inc. dated February 1, 2010. Incorporated by reference to CryoPorts Current
Report on Form 8-K dated February 3, 2010.4.1.8
    
    
    Amended and Restated Amendment Agreements with Enable Growth Partners LP, Enable
Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena,
BridgePointe Master Fund Ltd. and CryoPort Inc. dated February 19, 2010.
Incorporated by reference to CryoPorts Current Report on Form 8-K dated February
26, 2010.
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ExhibitNo.
   
    Description4.1.9
    
    
    First Amendment to Amended and Restated Amendment Agreements with Enable Growth
Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC,
Ena, BridgePointe Master Fund Ltd. and CryoPort Inc. dated February 23, 2010. Incorporated
by reference to CryoPorts Current Report on Form 8-K dated February 26, 2010.4.2
    
    
    Form of Common Stock Purchase Warrant dated September 28, 2007. Incorporated by reference to CryoPorts Registration
Statement on Form SB-2 dated November 9, 2007.4.3
    
    
    Original Issue Discount 8% Secured Convertible Debenture dated May 30, 2008. Incorporated by reference to CryoPorts Current
Report on Form 8-K dated June 9, 2008.4.4
    
    
    Common Stock Purchase Warrant dated May 30, 2008. Incorporated by reference to CryoPorts Current Report on Form 8-K dated
June 9, 20084.5
    
    
    Common Stock Purchase Warrant dated May 30, 2008. Incorporated by reference to CryoPorts Current Report on Form 8-K dated
June 9, 20084.6
    
    
    Form of Warrant and Warrant Certificate in connection with the February 25, 2010 public offering. Incorporated by reference to
CryoPorts Amendment No. 5 to Form S-1/A Registration Statement dated February 9, 2010.4.7
    
    
    Form of Securities Purchase Agreement in connection with the August to October 2010
private placement. Incorporated by reference to CryoPorts Registration Statement on Form
S-1 dated October 19, 2010.4.8
    
    
    Form of First Amendment to Security Purchase Agreement in connection with the August to
October 2010 private placement.
Incorporated by reference to CryoPorts Registration Statement on Form S-1 dated October
19, 2010.4.9
    
    
    Form of Securities Purchase Agreement (Continuation of the Placement) in connection
with the August to October 2010 private placement. Incorporated by reference to
CryoPorts Registration Statement on Form S-1 dated October 19, 2010.4.10
    
    
    Registration Rights Agreement in connection with the August to October 2010 private
placement. Incorporated by reference to
CryoPorts Registration Statement on Form S-1 dated October 19, 2010.4.11
    
    
    Form of Joinder to Registration Rights Agreement in connection with the August to October
2010 private placement. Incorporated by reference to CryoPorts Registration Statement on
Form S-1 dated October 19, 2010.4.12
    
    
    Form of Securities Purchase Agreement in connection with the February 2011 private
placement. Incorporated by reference to CryoPorts Registration Statement on Form S-1 dated
April 1, 2011.4.13
    
    
    Form of Registration Rights Agreement in connection with the February 2011 private
placement. Incorporated by reference to CryoPorts Registration Statement on Form S-1 dated
April 1, 2011.4.14
    
    
    Form of Warrant in connection with the August to October 2010 private placement.
Incorporated by reference to CryoPorts Registration Statement on Form S-1/A dated April 22,
2011.4.15
    
    
    Form of Warrant in connection with the February 2011 private placement. Incorporated by
reference to CryoPorts Registration Statement on Form S-1/A dated April 22, 2011.10.1.1
    
    
    Stock Exchange Agreement associated with the merger of G.T.5-Limited and CryoPort Systems, Inc. signed on March 15, 2005.
Incorporated by reference to CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.10.1.2
    
    
    Commercial Promissory Note between CryoPort, Inc. and D. Petreccia executed on August 26, 2005. Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.10.1.3
    
    
    Commercial Promissory Note between CryoPort, Inc. and J. Dell executed on September 1, 2005. Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.10.1.4
    
    
    Commercial Promissory Note between CryoPort, Inc. and M. Grossman executed on August 25, 2005. Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.10.1.5
    
    
    Commercial Promissory Note between CryoPort, Inc. and P. Mullens executed on September 2, 2005. Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.10.1.6
    
    
    Commercial Promissory Note between CryoPort, Inc. and R. Takahashi executed on August 25, 2005. Incorporated by reference to
CryoPorts Registration Statement on Form 10-SB/A4 dated February 23, 2006.10.1.7
    
    
    Exclusive and Representation Agreement between CryoPort Systems, Inc. and CryoPort Systems, Ltda. executed on August 9, 2001.
Incorporated by reference to CryoPorts Registration Statement on Form 10-SB/A4 dated
February 23, 2006 and referred to as
Exhibit 10.1.8.10.1.8
    
    
    Secured Promissory Note and Loan Agreement between Ventana Group, LLC and CryoPort, Inc.
dated May 12, 2006. Incorporated by reference to CryoPorts Registration Statement on Form
10-SB/A4 dated February 23, 2006 and referred to as Exhibit 10.1.9.
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ExhibitNo.
    
    Description10.2
    
    
    Business Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and American
Biologistics Company LLC. Incorporated by reference to CryoPorts Current Report on Form
8-K dated April 27, 2007 and referred to as Exhibit 10.3.10.2.1
    
    
    Corrected Business Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and American Biologistics Company LLC.
Incorporated by reference to CryoPorts Current Report on Form 8-K/A dated May 2, 2007 and referred to as Exhibit 10.3.1.10.3
    
    
    Consultant Agreement dated April 18, 2007 between CryoPort, Inc. and Malone and Associates, LLC. Incorporated by reference to
CryoPorts Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007 and referred
to as Exhibit 10.4.10.4
    
    
    Lease Agreement dated June 26, 2007 between CryoPort, Inc. and Viking Investors 
Barents Sea LLC. Incorporated by reference to CryoPorts Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2007 and referred to as Exhibit 10.5.10.4.1
    
    
    Second Amendment To Lease: Renewal dated August 24, 2009, between CryoPort, Inc. and Viking Inventors-Barents Sea LLC.
Incorporated by reference to CryoPorts Amendment No. 1 to Form S-1/A Registration Statement dated January 12, 2010.10.5
    
    
    Securities Purchase Agreement dated September 27, 2007. Incorporated by reference to CryoPorts Registration Statement on
Form SB-2 dated November 9, 2007 and referred to as Exhibit 10.6.10.6
    
    
    Registration Rights Agreement dated September 27, 2007. Incorporated by reference to CryoPorts Registration Statement on
Form SB-2 dated November 9, 2007 and referred to as Exhibit 10.7.10.7
    
    
    Security Agreement dated September 27, 2007. Incorporated by reference to CryoPorts Registration Statement on Form SB-2 dated
November 9, 2007 and referred to as Exhibit 10.8.10.8
    
    
    Sitelet Agreement between FedEx Corporate Services, Inc. and CryoPort Systems, Inc.
dated January 23, 2008. Incorporated by reference to CryoPorts Current Report on Form
8-K dated February 1, 2008 and referred to as Exhibit 10.9.10.9
    
    
    Securities Purchase Agreement dated May 30, 2008. Incorporated by reference to CryoPorts Current Report on Form 8-K dated
June 9, 2008 and referred to as Exhibit 10.10.10.10
    
    
    Registration Rights Agreement dated May 30, 2008. Incorporated by reference to CryoPorts Current Report on Form 8-K dated
June 9, 2008 and referred to as Exhibit 10.11.10.11
    
    
    Waiver dated May 30, 2008. Incorporated by reference to CryoPorts Current Report on
Form 8-K dated June 9, 2008 and referred to as Exhibit 10.12.10.12
    
    
    Security Agreement dated May 30, 2008. Incorporated by reference to CryoPorts Current
Report on Form 8-K dated June 9, 2008 and referred to as Exhibit 10.13.10.13
    
    
    Board of Directors Agreement between Larry G. Stambaugh and CryoPort, Inc. dated
December 10, 2008. Incorporated by reference to CryoPorts Current Report on Form 8-K dated
December 5, 2008 and referred to as Exhibit 10.15.10.14
    
    
    Rental Agreement with FedEx Corporate Services and CryoPort, Inc. dated May 15, 2009
(CryoPort has filed a Confidential Treatment Request under Rule 24b-5 of the Exchange
Act, for parts of this document). Incorporated by reference to CryoPorts Annual Report
on Form 10-K for the year ended March 31, 2009 and referred to as Exhibit 10.16.10.15
    
    
    Settlement Agreement and Mutual Release with Dee Kelly and CryoPort, Inc. dated July 24,
2009. Incorporated by reference to
CryoPorts Current Report on Form 8-K dated July 20, 2009 and referred to as Exhibit 10.14.10.16
    
    
    Consent, Waiver and Agreement with Enable Growth Partners LP, Enable Opportunity
Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, BridgePointe Master Fund
Ltd. and CryoPort Inc. and its subsidiary dated July 30, 2009. Incorporated by reference
to CryoPorts Current Report on Form 8-K dated July 29, 2009 and referred to as Exhibit
10.15.10.17
    
    
    Employment Agreement with Larry G. Stambaugh and CryoPort, Inc. dated August 1, 2009.
Incorporated by reference to CryoPorts
Current Report dated August 21, 2009 and referred to as Exhibit 10.19.
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ExhibitNo.
    
    Description10.18
    
    
    Letter Accepting Consulting Agreement dated October 1, 2007 with Carpe DM, Inc. and
CryoPort, Inc. Incorporated by reference to CryoPort, Inc.s Registration Statement on Form
S-8 dated March 25, 2009 and referred to as Exhibit 10.1.10.19
    
    
    Master Consulting and Engineering Services Agreement dated October 9, 2007 with KLATU
Networks, LLC and CryoPort, Inc. Incorporated by reference to CryoPort, Inc.s Registration
Statement on Form S-8 dated March 25, 2009 and referred to as Exhibit 10.2.10.20
    
    
    Investment Banker Termination Agreement dated April 6, 2009 with Bradley Woods & Co.
Ltd., SEPA Capital Corp., Edward Fine, and CryoPort, Inc. Incorporated by reference to
CryoPort, Inc.s Registration Statement on Form S-8 dated April 13, 2009 and referred to as
Exhibit 10.1.10.21
    
    
    Attorney-Client Retainer Agreement with Gary Curtis Cannon and CryoPort, Inc. dated
December 1, 2007. Incorporated by reference to CryoPort, Inc.s Registration Statement on
Form S-8 dated June 11, 2009 and referred to as Exhibit 10.3.10.22
    
    
    CryoPort, Inc., 2009 Stock Incentive Plan. Incorporated by reference to CryoPorts Current
Report on Form 8-K dated October 9, 2009 and referred to as Exhibit 10.21.10.23
    
    
    CryoPort, Inc., Form Incentive Stock Option Award Agreement under the CryoPort, Inc.,
2009 Stock Incentive Plan. Incorporated by reference to CryoPorts Current Report on Form
8-K dated October 9, 2009 and referred to as Exhibit 10.22.10.24
    
    
    Warrant issued to Rodman & Renshaw, LLC in connection with the February 25, 2010 public
offering. Incorporated by reference to CryoPorts Registration Statement on Form S-1 dated
October 19, 2010.10.25
    
    
    Form of Non-Qualified Stock Option Award Agreement under the CryoPort, Inc. 2009
Stock Incentive Plan. Incorporated by reference to CryoPorts Registration Statement
on Form S-8 dated April 27, 2010.10.26
    
    
    Underwriting Agreement with Rodman & Renshaw, LLC and CryoPort in connection with the
February 25, 2010 public offering. Incorporated by reference to CryoPorts Registration
Statement on Form S-1 dated October 19, 2010.10.27
    
    
    Letter of Engagement with Maxim Group, LLC and CryoPort dated as of June 16, 2010.
Incorporated by reference to CryoPorts Registration Statement on Form S-1 dated October 19,
2010.10.28
    
    
    Second Amendment to Engagement Agreement with Maxim Group, LLC. Incorporated by reference
to CryoPorts Registration Statement on Form S-1 dated October 19, 2010.10.29
    
    
    Selling Agency Agreement for CryoPort, Inc. Stock and Warrants with Emergent Financial
Group, Inc. and CryoPort dated as of July 27, 2010. Incorporated by reference to CryoPorts
Registration Statement on Form S-1 dated October 19, 2010.10.30
    
    
    Addendum to Selling Agency Agreement for CryoPort, Inc. Stock and Warrants with
Emergent Financial Group, Inc. and CryoPort dated as of August 31, 2010. Incorporated by
reference to CryoPorts Registration Statement on Form S-1 dated October 19, 2010.10.31
    
    
    Agreement dated as of January 13, 2010, between CryoPort, Inc. and Federal Express
Corporation. Incorporated by reference to CryoPorts Quarterly Report on Form 10-Q for the
quarter ended September 30, 2010.**10.32
    
    
    First Amendment to Master Consulting and Engineering Services Agreement dated as of April
23, 2009, between CryoPort, Inc. and KLATU Networks, LLC. Incorporated by reference to
CryoPorts Registration Statement on Form S-1 dated October 19, 2010.10.33
    
    
    Second Amendment to Master Consulting and Engineering Services Agreement dated as of
November 1, 2010, between CryoPort, Inc. and KLATU Networks, LLC. Incorporated by
reference to CryoPorts Registration Statement on Form S-1 dated October 19,
2010.10.34
    
    
    Selling Agency Agreement between CryoPort, Inc. and Emergent Financial Group, Inc. dated
as of February 4, 2011. Incorporated by reference to CryoPorts Registration Statement on
Form S-1 dated April 1, 2011.10.35
    
    
    Consent to Appointment of Co-Agent Agreement between CryoPort, Inc. and Emergent Financial
Group, Inc. dated as of February 10, 2011. Incorporated by reference to CryoPorts
Registration Statement on Form S-1 dated April 1, 2011.
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ExhibitNo.
    
    Description10.36
    
    
    Letter Agreement between CryoPort, Inc. and Maxim Group LLC dated February 11, 2011.
Incorporated by reference to CryoPorts Registration Statement on Form S-1 dated April 1,
2011.13.1
    
    
    Consolidated Financial Statements and related Notes thereto.*21
    
    
    Subsidiaries of Registrant*23.1
    
    
    Consent of Independent Registered Public Accounting Firm  KMJ Corbin & Company LLP.*31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.*31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*32.1
    
    
    Certification Pursuant to U.S.C. §1350 of Chief Executive Officer.*32.2
    
    
    Certification Pursuant to U.S.C. §1350 of Chief Financial Officer.*
 
 *
    
    Filed herewith.**
    
    Portions omitted pursuant to a request for confidential treatment filed separately with the
Commission.  37