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What changed in Cryoport, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Cryoport, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+281 added−328 removedSource: 10-K (2025-03-07) vs 10-K (2024-03-13)

Top changes in Cryoport, Inc.'s 2024 10-K

281 paragraphs added · 328 removed · 214 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

109 edited+39 added−75 removed72 unchanged
Biggest changeTec4med broadens our portfolio of condition monitoring solutions and provides additional resources and capabilities to drive new product development and accelerate our European market expansion, particularly in the DACH region (Germany, Austria, Switzerland). ● In November 2023, we also acquired Bluebird Express, LLC ("Bluebird Express"), a provider of time-sensitive domestic and international transportation services with key operations centers in Los Angeles (LAX) and New York (JFK), Bluebird Express has over 20 years of experience in providing these services, is a fully accredited cargo agent certified by the International Air Transport Association (IATA) and an indirect air carrier (IAC) authorized and regulated by the Transportation Security Administration (TSA). 5 Table of Contents Cryoport Products and Services We continuously expand our products and services across the supply chain with innovative, technology-centric solutions to support the development and distribution of life sciences products and therapies. ​ Our suite of market leading products and services include, but are not limited to the following: Cryoport Express ® Shippers - Cryoport Express ® Shippers range from liquid nitrogen dry vapor shippers (-150℃) to our C3™ Shippers (2-8℃), which are powered by phase-change materials.
Biggest changeThese therapies are among the most sensitive pharmaceutical products, requiring stringent distribution standards supported by informatics Cryoport Products and Services We continuously work to expand and improve our products and services across the life sciences supply chain with innovative, technology-centric solutions. ​ Our suite of market leading products and services include, but are not limited, to the following: Cryoport Express ® Shippers - Cryoport Express ® Shippers range from liquid nitrogen dry vapor shippers (-150℃) to our C3™ Shippers (2-8℃), which are powered by phase-change materials.
We expect our business partners to share our commitment to ethics, integrity, compliance, safety, human rights, data security, and environmental protection. By the same token, as a provider accountable to thousands of companies worldwide, we pledge, through our ESG performance, to meet or exceed our clients’ requirements for the same.
We expect our business partners to share our commitment to ethics, integrity, regulatory compliance, safety, human rights, data security, and environmental protection. By the same token, as a provider accountable to thousands of companies worldwide, we pledge, through our ESG performance, to meet or exceed our clients’ requirements for the same.
We routinely update the language in our policies, and how we present information, to ensure our employees understand the risks they face in their jobs, and steps they can take to mitigate those risks and report potential problems. Our commitment to human rights is an important part of the Code of Ethics.
We routinely review and update the language in our policies, and how we present information, to ensure our employees understand the risks they face in their jobs, and steps they can take to mitigate those risks and report potential problems. Our commitment to human rights is an important part of the Code of Ethics.
To develop tailored scalable solutions, our cross-functional team collaborates with our clients to understand supply chain, logistics, time, shipper, and packaging concerns. Cryoport Consulting Services employs a structured approach to managing, executing, and developing risk mitigation plans.
To develop tailored scalable solutions, our cross-functional team collaborates with our clients to understand their supply chain, logistics, time, shipper, and packaging concerns. Cryoport Consulting Services employs a structured approach to managing, executing, and developing risk mitigation plans.
These materials and the insignificant quantities of hazardous wastes generated in our production facilities are managed in compliance with all state and federal regulations. Any hazardous waste that is generated is tracked and managed with an overall goal of eliminating hazardous materials where possible.
These materials and the insignificant quantities of hazardous wastes generated by our production facilities are managed in compliance with all state and federal regulations. Any hazardous waste that is generated is tracked and managed with an overall goal of eliminating hazardous materials where possible.
Our products are designed to conform to the following standards (where applicable): ● ISO 13485 (Section 7.3 Design and Development, ISO, QMS) ● ISO 14971 Application of Risk Management, ISO ● Medical Device Directive Medical Devices Directive 93/42/EEC, and Directive 2007/47/EC amending Council Directive 93/42/EEC concerning medical devices ● Low Voltage Directive (LVD) (2014/35/EU) ● Electromagnetic Compatibility Directive (2014/30/EU) ● RoHS 2 (2011/65/EU) (we are actively working on RoHS 3 and REACH) ● Safety Requirements For Electrical Equipment For Measurement, Control, And Laboratory Use - Part 1: ● General Requirements [UL 61010-1:2012 Ed.3+R:29Apr2016] ● Safety Requirements For Electrical Equipment For Measurement, Control, And Laboratory Use – Part 1: ● General Requirements (R2017) [CSA C22.2#61010-1-12:2012 Ed.3+U1; U2] ● IEC 60601-1 - Medical electrical equipment - Part 1: General requirements for basic safety and essential performance ● IEC 61326-1:2012 - Electrical Equipment For Measurement, Control And Laboratory Use - EMC Requirements - Part 1: General Requirements ● ASME SEC.
Our products are designed to conform to the following standards (where applicable): ● ISO 13485 (Section 7.3 Design and Development, ISO, QMS) ● ISO 14971 Application of Risk Management, ISO 16 Table of Contents ● Medical Device Directive Medical Devices Directive 93/42/EEC, and Directive 2007/47/EC amending Council Directive 93/42/EEC concerning medical devices ● Low Voltage Directive (LVD) (2014/35/EU) ● Electromagnetic Compatibility Directive (2014/30/EU) ● RoHS 2 (2011/65/EU) (we are actively working on RoHS 3 and REACH) ● Safety Requirements For Electrical Equipment For Measurement, Control, And Laboratory Use - Part 1: ● General Requirements [UL 61010-1:2012 Ed.3+R:29Apr2016] ● Safety Requirements For Electrical Equipment For Measurement, Control, And Laboratory Use – Part 1: ● General Requirements (R2017) [CSA C22.2#61010-1-12:2012 Ed.3+U1; U2] ● IEC 60601-1 - Medical electrical equipment - Part 1: General requirements for basic safety and essential performance ● IEC 61326-1:2012 - Electrical Equipment For Measurement, Control And Laboratory Use - EMC Requirements - Part 1: General Requirements ● ASME SEC.
Across our companies, we are committed to making our workplaces and communities safer for our employees, customers, and the public. Our corporate philosophy is embedded in our day-to-day work through rigorous policies and continual education.
Across our companies, we are committed to making our workplaces and communities safer for our employees, customers, and the public. Our corporate philosophy is embedded in our day-to-day work through policies and continual education.
Innovating Responsibility Cryoport recognizes the role we play in protecting the health and safety of current and future generations through services and solutions that promote sustainability, resilience, and respect for the environment.
Innovating Responsibility Cryoport recognizes that we play a role in protecting the health and safety of current and future generations through services and solutions that promote sustainability, resilience, and respect for the environment.
The evaluation process utilizes the CIS Critical Security Controls Capability Maturity Model Integration (CMMI) methodology, and is an ongoing initiative used to continuously improve the CMMI rating for the Company.
The CIS evaluation process utilizes the CIS’ Critical Security Controls Capability Maturity Model Integration (CMMI) methodology, and is an ongoing initiative used to continuously improve the CMMI rating for the Company.
In addition to looking at lagging indicators of safety performance, we frequently evaluate the effectiveness of new metrics, including leading indicators, as we strive to improve our safety performance. Cryoport’s operating companies are responsible for implementing policies and procedures aligned with international standards that account for their business and the associated health and safety risks.
In addition to looking at past indicators of safety performance, we frequently evaluate the effectiveness of new metrics, including leading indicators, as we strive to improve our safety performance. Cryoport’s operating companies are responsible for implementing policies and procedures aligned with international standards that account for their business and the associated health and safety risks.
Sawicki has authored a dozen scientific publications in drug discovery with a focus on oncology and immunology. 25 Table of Contents Available Information Our main corporate website address is www.cryoportinc.com . The information on or that can be accessed through our website is not part of this Form 10-K.
Sawicki has authored a dozen scientific publications in drug discovery with a focus on oncology and immunology. 21 Table of Contents Available Information Our main corporate website address is www.cryoportinc.com . The information on or that can be accessed through our website is not part of this Form 10-K.
Cryoport’s advanced temperature-controlled supply chain platform is designed to support the global distribution of high-value commercial biologic and cell-based products and therapies regulated by the United States Food and Drug Administration (FDA), the European Medicines Association (EMA) and other international regulatory bodies.
Cryoport’s advanced integrated temperature-controlled supply chain solutions platform is designed to support the global distribution of high-value commercial biologic and cell-based products and therapies regulated by the United States Food and Drug Administration (FDA), the European Medicines Association (EMA) and other international regulatory bodies.
The following are some primary assumptions or estimates that we made in the 2022 report: Stationary Combustion – Natural Gas. Natural gas usage for heating was estimated for several company locations based on spend data and regional utility rates. Mobile Sources – Vehicle Fuel Consumption.
The following are some primary assumptions or estimates that we made in the 2023 report: Stationary Combustion – Natural Gas. Natural gas usage for heating was estimated for several company locations based on spend data and regional utility rates. Mobile Sources – Vehicle Fuel Consumption.
This development process includes a risk management assessment done in accordance with ISO 14971 that identifies hazards and mitigates risks via design improvements, process improvement, and warnings (including labels and safety information shipped with the product). We pride ourselves on our exceptional operational quality.
The development process includes a risk management assessment done in accordance with ISO 14971 that identifies hazards and mitigates risks via design improvements, process improvements, and warnings (including labels and safety information shipped with the product). We pride ourselves on our exceptional operational quality.
Cryoport strives to have a conflict-free supply chain and is committed to working with its suppliers to increase transparency regarding the origin of minerals contained in its products, including minerals identified as conflict minerals (tin, tungsten, tantalum, and gold), and has adopted a Conflict Minerals Policy, which is available on our website at www.cryoportinc.com on the “Investor Relations: Governance” page under the heading “Governance Documents.” Governing Ethically Cryoport recognizes constructive supplier relationships as essential to our ability to meet customer requirements for quality solutions.
Cryoport strives to have a conflict-free supply chain and is committed to working with its suppliers to increase transparency regarding the origin of minerals contained in its products, including minerals identified as conflict minerals (tin, tungsten, tantalum, and gold), and has adopted a Conflict Minerals Policy, which is available on our website at www.cryoportinc.com on the “Investor Relations: Governance” page under the heading “Governance Documents.” Governing Ethically Cryoport recognizes that solid supplier relationships are essential to our ability to meet customer requirements for quality solutions.
Product & Service Quality As a temperature-controlled supply chain provider to the life sciences industry, Cryoport must comply with the safe transportation of regulated hazardous materials. As a result, we have designed and developed several features in its various products to 20 Table of Contents comply with US DOT, IATA, ICAO, and other regulatory and guidance bodies.
Product & Service Quality As a temperature-controlled supply chain provider to the life sciences industry, Cryoport must comply with the safe transportation of regulated hazardous materials. As a result, we have designed and developed several features in its various products to comply with US DOT, IATA, ICAO, and other regulatory and guidance bodies.
Cryoport Express ® Shippers meet IATA (International Air Transport Association) requirements for transport, including Class 6.2 infectious substances, are also ISTA (International Safe Transit Association) “Transit Tested” certified and carry the CE (“Conformité Européenne”) mark demonstrating conformance with European Union (“EU”) health, safety, and environmental protection standards.
Cryoport Express ® Shippers meet IATA requirements for transport, including Class 6.2 infectious substances, are also ISTA (International Safe Transit Association) “Transit Tested” certified and carry the “CE” (“Conformité Européenne”) mark demonstrating conformance with European Union (“EU”) health, safety, and environmental protection standards.
Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The chief operating decision maker is our Chief Executive Officer.
Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance.
Cryoport understands that there is work to be done to create a more equitable and representative senior leadership team and continue to push gender diversity throughout its operations. We are committed to offering competitive compensation that accounts for geography, industry, experience, and performance.
Cryoport understands that there is work to be done to create a more equitable and representative senior leadership team and continue to push diversity throughout our operations. We are committed to offering competitive compensation that accounts for geography, industry, experience, and performance.
We believe that our platform of temperature-controlled supply chain solutions, expertise, and geographic footprint enables us to take advantage of the growing demand for effective and efficient global transport and biostorage of temperature sensitive life sciences commodities.
Customers and Distribution We believe that our platform of integrated temperature-controlled supply chain solutions, expertise, and geographic footprint enables us to take advantage of the growing demand for effective and efficient global transport and biostorage of temperature sensitive life sciences commodities.
Therefore, the measures we are taking to protect our proprietary technology may not be adequate. Cryoport’s Quality Assurance and Regulatory Affairs Programs Cryoport is committed to quality, and this is reflected in all aspects of our global organization.
Therefore, the measures we are taking to protect our proprietary technology may not be adequate. 10 Table of Contents Cryoport’s Quality Assurance and Regulatory Affairs Programs Cryoport is committed to quality, and this is reflected in all aspects of our global organization.
These state-of-the-art facilities combine our existing logistics processes and capabilities with our new, cutting edge Bioservices infrastructure – all under one roof, as Cryoport Systems’ Global Supply Chain Center Network.
These state-of-the-art facilities combine our existing logistics processes and capabilities with our BioServices infrastructure – all under one roof, as Cryoport Systems’ Global Supply Chain Center Network.
We endeavor to make Cryoport a superior growth workplace with a diverse, inclusive, and equitable environment where all team members have the opportunity to flourish. 19 Table of Contents Diversity, Equity & Inclusion (DEI) We are committed to inclusion, equity, and diverse representation for our employees across our Company.
We endeavor to make Cryoport a superior growth workplace with a diverse, inclusive, and equitable environment where all team members have the opportunity to flourish. 15 Table of Contents Diversity, Equity & Inclusion (DEI) We are committed to diversity, equity, and inclusion for our employees across our global Company.
We regularly review our technology, policies, and practices to maintain compliance with all relevant regulations. We do not sell customers’ data to third parties. Additionally, Cryoport employees with a computer are required to complete an annual online training course on information security and data privacy.
We regularly review our technology, policies, and practices to maintain compliance with all relevant global regulations. We do not sell customers’ data to third parties. Additionally, Cryoport employees with a computer are required to complete a annual online training courses on information security and data privacy.
Cryoport does not utilize any substances of concern in our products; We do currently utilize minimal quantities of hazardous materials that are not listed substances of concern in our operations, primarily in the form of isopropanol, epoxies, butyl cellosolve, lacquer thinner, paint, hyamine and isopropyl alcohol.
Cryoport does not utilize any substances of concern in our products; we do currently utilize minimal quantities of hazardous materials that are not listed as substances of concern in our operations, primarily in the form of isopropanol, epoxies, butyl cellosolve, 17 Table of Contents lacquer thinner, paint, hyamine and isopropyl alcohol.
We anticipate hiring additional personnel as required to support our global growth strategy. 24 Table of Contents Corporate History and Structure We are a Nevada corporation originally incorporated under the name G.T.5-Limited (“GT5”) on May 25, 1990.
We anticipate hiring additional personnel as required to support our global growth strategy. Corporate History and Structure We are a Nevada corporation originally incorporated under the name G.T.5-Limited (“GT5”) on May 25, 1990.
Competitive Advantages With our first-to-market integrated platform of technology-driven supply chain solutions serving the life sciences industry, we have established a substantial lead over potential competitors by focusing on de-risking critical processes central to the manufacture of cell and gene therapies.
Competitive Advantages With our first-to-market integrated platform of technology-driven supply chain solutions serving the life sciences industry, we have established a lead over potential competitors by focusing on de-risking critical processes in the life sciences including those central to the manufacture and distribution of cell and gene therapies.
The Cryoportal ® Logistics Management System handles order entry, keeps track of our global inventory, and provides algorithms for predictive analysis on every shipment while in transit, globally.
The Cryoportal ® handles order entry, keeps track of our global inventory, and provides algorithms for predictive analysis on every shipment while in transit, globally.
Our clients benefit from our quality driven processes and solutions delivered by our high integrity team leveraging industry-standard best practices and years of experience partnering with leading regenerative medicine companies from early clinical through post-commercialization.
Our clients benefit from our quality driven processes and solutions delivered by our high integrity team leveraging industry-standard best practices and years of experience partnering with leading life science companies from early clinical through post-commercialization.
UnITy ™ provides functionalities in addition to transport management that include warehousing management, quality management, customer experience portal, mobile apps for track and trace during transport and storage as well as integration with 10 Table of Contents transportation agents and business partners.
UnITy ™ provides functionalities in addition to transport management that include warehousing management, quality management, customer experience portal, mobile apps for track and trace during transport and storage as well as integration with transportation agents and business partners.
Our internal diligence process for third-party vendors including a supplier questionnaire that is required for vendor approval and a regular auditing scheme thereafter for existing suppliers.
Our internal diligence process for third-party vendors includes a supplier questionnaire that is required for vendor approval and a regular auditing process thereafter for existing suppliers.
With its long history of producing the highest quality, most dependable products in the industry, it has set the standard for the manufacture of cryogenic systems including vacuum insulated products, freezer, and shipper solutions used for storage and/or distribution of critical biological material for almost 60 years.
With its long history of producing the most reliable, highest quality products in the industry, it has set the standard for the manufacture of cryogenic systems including freezer, and shipper solutions used for storage and/or distribution of critical biological material, for 60 years.
We are also subject to GMED, which is an international reference body in the certification of health care and medical devices quality management systems under ISO 9001, NF EN, and ISO 13485. As such, we are subject to audits by a Medical Device Single Audit Program (MDSAP) auditing organization.
Quality-driven initiatives are supported throughout our global organization. We are also subject to GMED, which is an international reference body in the certification of health care and medical devices quality management systems under ISO 9001, NF EN, and ISO 13485. As such, we are subject to audits by a Medical Device Single Audit Program (MDSAP) auditing organization.
Working with our in-depth knowledge of information technology, cryopreservation, packaging, temperature-controlled logistics, bioservices, and cryogenic systems, our management, technical, business development and service support teams approach our growing markets with valued insights, adaptability, innovation, creative thinking and a mindset of problem resolution which will provide clients with certainty of performance.
Working with our in-depth knowledge of information technology, cryopreservation services, packaging, temperature-controlled logistics, BioServices, and cryogenic systems, our management, technical, business development and service support teams approach our growing markets with valued insights, adaptability, innovation, and a mindset of problem resolution which provides clients with certainty of performance.
Supplier Management Temperature-controlled supply chain support to the life sciences industry is critical to all that Cryoport does; therefore, we take an active approach to managing suppliers and partners to ensure that appropriate compliance, health, safety, labor practices, and ethical standards are employed.
Further, we do not conduct lobbying activities. Supplier Management Temperature-controlled supply chain support to the life sciences industry is critical to all that Cryoport does; therefore, we take an active approach to managing suppliers and partners to ensure that appropriate compliance, health, safety, labor practices, and ethical standards are employed.
Cryoport products are primarily constructed of recyclable aluminum or stainless steel, and we approach the extension of product lifecycles through the following four areas: ● Longevity ● Reparability ● Reusability ● Recyclability We strive for a product base with long use phases to minimize impact associated with production of new product.
Cryoport’s products are primarily constructed of recyclable aluminum or stainless steel, and we approach the extension of product lifecycles through the following four areas: ● Longevity ● Reparability ● Reusability ● Recyclability We strive for a product base with long life spans to minimize the impact associated with production of a new product.
In 2023, we estimate that our CryoStork ® solution had a 99.99% delivery success rate and due to this performance we estimate that 1,952 intended parents are potentially able to have successful cycles resulting in the birth of a child on an annual basis because of our CryoStork ® solution. While rare, recalls of product may become necessary.
In 2024, we estimate that our CryoStork ® solution had a 99.88% delivery success rate and due to this performance we estimate that 1,936 intended parents are potentially able to have successful cycles resulting in the birth of a child on an annual basis because of our CryoStork ® solution. While rare, recalls of products may become necessary.
At our MVE Biological Solutions production facility, in 2023, we manufactured cryogenic freezer units that we estimate utilize approximately 1/1865 of the energy used by conventional mechanical freezers used for similar applications. For example, our freezer production displaced annual electricity consumption by 183,225,534 kWh from what would otherwise be consumed from alternative products.
At our MVE Biological Solutions production facility, in 2024, we manufactured cryogenic freezer units that we estimate utilize approximately 1/1865 of the energy used by conventional mechanical freezers used for similar applications. For example, our freezer production displaced annual electricity consumption by 196,705,031 kWh from what would otherwise be consumed from alternative products.
This increase of over 146 employees compared to December 31, 2022 is, primarily as a result of the further build out of our global organization, both organically and through acquisitions, to support our expanded solutions offering and the expected growth in the markets we serve.
This increase of over 16 employees compared to December 31, 2023 is, primarily as a result of the further build out of our global organization, both organically and through acquisitions, to support our expanded 20 Table of Contents solutions offering and the expected growth in the markets we serve.
VIII Pressure Vessel Code (Fusion Only) ● EU Pressure Equipment Directive (EU97/23/EC) (Fusion Only) ● FCC 47 CFR Class B Verification (Fusion Only) ● IEC 62304 Medical device software — Software life cycle processes These standards are woven into our development methodology used to design all new products within the organization.
VIII Pressure Vessel Code (Fusion Only) ● EU Pressure Equipment Directive (EU97/23/EC) (Fusion Only) ● FCC 47 CFR Class B Verification (Fusion Only) ● IEC 62304 Medical device software — Software life cycle processes These standards are integrated into our development methodology used to design new products and services within our company.
Cryoport’s Employee Health & Safety (EHS) programs have resulted in strong safety performance, as demonstrated by our total injury rate (TIR) and lost time injury rate (LTIR) being significantly lower than the global industry averages. Facilitated by our culture of continuous improvement, we are committed to continue to work toward reducing our TIR and LTIR numbers even further.
Cryoport’s Employee Health & Safety (EHS) programs have demonstrated strong safety performance, as evidenced by our total injury rates (TIR) and lost time injury rates (LTIR) being significantly lower than the global industry averages. Driven by our culture of continuous improvement, we are committed to continue to work toward reducing our TIR and LTIR figures even further.
In 2023, we estimate that our temperature-controlled supply chain solutions focused on cell and gene therapies had a 99.95% delivery success rate and due to this performance we estimate that 19,665 additional patients were able to receive therapies over the past 24 months.
In 2024, we estimate that our temperature-controlled supply chain solutions focused on cell and gene therapies had a 99.97% delivery success rate and due to this performance we estimate that 25,968 additional patients were able to receive therapies over the past 24 months.
The questionnaire is intended to verify that programs exist to manage material risk areas associated with the given supplier’s operations and particular consideration is paid to bribery or other 22 Table of Contents forms of corrupt activity. No suppliers are approved until this mandatory due diligence is complete and a completed assessment form is on file.
The questionnaire is intended to verify that our suppliers have programs in place to manage material risk areas associated with the given supplier’s operations and particular consideration is paid to bribery or other forms of corrupt activity. Suppliers are not approved until this mandatory due diligence is complete and a completed assessment form is on file.
Our present and planned future versions of the Cryoport SmartPak™ Condition Monitoring Systems will likely be subject to regulation by the Federal Aviation Administration (“FAA”), Federal Communications Commission (“FCC”), FDA, IATA and possibly other agencies which may be difficult to determine on a global basis. Additionally, our Chain of Compliance™ processes comply fully with ISO 21973 guidelines.
Our present and planned future versions of the Cryoport SmartPak™ Condition Monitoring Systems will likely be subject to regulation by the Federal Aviation Administration (“FAA”), Federal Communications Commission (“FCC”), FDA, IATA and possibly other agencies which may be difficult to determine on a global basis.
Cryoport ELITE ™ Shipper Systems ● Cryoport ELITE ™ -80°C Gene Therapy Shipper - As the first product in a high-performance line of Cryoport ELITE™ Shippers, the company has designed a best-in-class family of -80°C shippers that have superior temperature management properties as well as incorporate next generation protection, handling, and data collection and management systems including our SmartPak ™ Condition Monitoring System.
Cryoport ELITE ™ Shippers - The first product, in this high-performance line of Cryoport ELITE™ Shippers, is a best-in-class -80°C shipper that has superior temperature management properties as well as incorporating next generation protection, handling, and data collection and management systems including our SmartPak™ Condition Monitoring System.
We strive for a product base that is of the highest quality and with long use phases to minimize impact associated with production of new product, and Cryoport reviews opportunities to eliminate materials of concern and related managed waste streams on a regular cadence.
We strive for a product base that is of the highest quality and with long life spans to minimize impact associated with the production of new products, and Cryoport reviews opportunities to eliminate materials of concern and related managed waste streams.
Organizational Boundary The reporting boundary for the purposes of the report is Cryoport, Inc. and its consolidated subsidiaries, which includes five business units (MVE, Cryoport Systems, CRYOPDP, Cryogene and Cell & Co.) and 56 facility locations across 16 countries (United States, China, Netherlands, Portugal, France, Belgium, United Kingdom, Poland, Germany, Singapore, India, South Korea, Australia, Spain, Ireland, and Japan) in 2022.
Organizational Boundary The reporting boundary for the purposes of the report is Cryoport, Inc. and its consolidated subsidiaries, which includes four business units (MVE, Cryoport Systems, CRYOPDP, and Cryogene) and over 50 facility locations across 17 countries (United States, China, Netherlands, Portugal, France, Belgium, United Kingdom, Poland, Germany, Singapore, India, South Korea, Australia, Spain, Ireland, Philippines and Japan) in 2023.
However, we do have competition from companies that offer products and/or services that could be considered competitive to certain components or elements of our platform of temperature-controlled supply chain solutions, including specialty couriers, such as World Courier Group, Inc., Marken, Biocair and Quick Life Science Group, along with companies that offer products such as Biolife Solutions, Azenta Life Sciences, and IC Biomedical.
However, we do have competition from companies that offer products and/or services that could be considered competitive to certain components or elements of our platform of temperature-controlled supply chain solutions, including specialty couriers, such as World Courier Group, Inc., Marken (a UPS company), Biocair and Quick (a Kuehne+Nagel company), along with companies that offer products such as Azenta Life Sciences, and IC Biomedical and services such as the American Red Cross and Gift of Life Biologics.
Supporting Our People (December 31, 2023) ● Total Headcount: 1,170 (Full-Time 1,019, Part-Time 11, Contingent 140) ● Languages Spoken: 20 ● Countries: 17 ● Average Years of Service: 5.33 Years Cryoport’s global team of employees are our most valuable resource, from our teams on the front line in our global supply chain and logistics centers, to our manufacturing operations, to our business development personnel, to the engineers who design our products and services, to our quality assurance and regulatory teams that assure the safety, quality, compliance, and integrity of our products.
Supporting Our People (December 31, 2024) ● Total Headcount: 1,186 (Full-Time 1,090, Part-Time 15, Contingent 81) ● Languages Spoken: 22 ● Countries: 19 ● Average Years of Service: 5.27 Years Cryoport’s global team of employees are our most valuable resource, from our teams on the front line in our global supply chain and logistics centers, to our manufacturing operations, to our business development personnel, to the engineers who design our products and services, to our quality assurance and regulatory teams that assure the safety, quality, compliance, and integrity of our products.
Protecting the privacy of our customers and vendors is essential to maintaining their trust, and we take a proactive approach to safeguard all data and ensure a secure environment. With the increasing presence and sophistication of online threats, we must ensure continuous improvement to protect our business and our customers.
Protecting the privacy of our customers and suppliers is essential to maintaining their trust, and we take a proactive approach to safeguard all data and ensure a secure environment. With the increasing presence and sophistication of online threats, we strive for continuous improvements that aim to protect our business and our customers.
In addition to managing all aspects of a given client shipment, it also manages all elements of the Chain of Compliance ™ based aspects of the packaging as well including shipper management, requalification, and processing. Cryoportal ® 2.0 is complemented by CRYOPDP’s UnITy ™ Transportation Management System.
In addition to managing all aspects of a given client shipment, it also manages the Chain of Compliance ™ based aspects of our packaging. The Cryoportal ® 2.0 is complemented by CRYOPDP’s UnITy ™ Transportation Management System.
In addition, the laws governing patent issuance and the scope of patent coverage continue to evolve. Moreover, the patent rights we possess or are pursuing generally cover our technologies to varying degrees. As a result, we cannot ensure that patents will issue from any of our patent applications, or that any of the issued patents will offer meaningful protection.
Moreover, the patent rights we possess or are pursuing generally cover our technologies to varying degrees. As a result, we cannot ensure that patents will issue from any of our patent applications, or that any of the issued patents will offer meaningful protection.
However, there can be no guarantee that any of our pending or future filed applications will be issued as patents or registered as trademarks. There can be no guarantee that the various patent and trademark governmental agencies from around the world or some third party will not initiate an interference proceeding involving any of our pending applications or issued patents.
There can be no guarantee that the various patent and trademark governmental agencies from around the world or some third party will not initiate an interference proceeding involving any of our pending applications or issued patents. Finally, there can be no guarantee that our issued patents or future issued patents, if any, will provide adequate protection from competition.
Where we have experienced significant difficulty in obtaining these raw materials, we have established alternative global sources or are working with the existing supplier to overcome its deficiency. Patents, Copyrights, Trademarks, and Proprietary Rights To remain competitive, we develop and maintain protection on the proprietary aspects of our platform of technologies.
Where we have experienced significant difficulty in obtaining these raw materials, we have established alternative global sources or work with existing suppliers to overcome any deficiencies. 9 Table of Contents Patents, Copyrights, Trademarks, and Proprietary Rights To remain competitive, we develop and maintain protection on the proprietary aspects of our platform of technologies.
This protocol classifies emissions into three “scopes.” Scope 1 emissions includes direct GHG emissions, which occur from sources that are owned or controlled by a company. Scope 2 emissions include indirect GHG emission from purchased electricity. Scope 3 emissions include all other indirect GHG emissions.
The standard provides accounting tools to measure, manage, and report on GHG emissions. This protocol classifies emissions into three “scopes.” Scope 1 emissions includes direct GHG emissions, which occur from sources that are owned or controlled by a company. Scope 2 emissions include indirect GHG emission from purchased electricity. Scope 3 emissions include all other indirect GHG emissions.
MVE Biological Solutions ● MVE Biological Solutions’ Fusion ® Cryogenic System - is the world’s first and only self-sustaining cryogenic freezer . The MVE Fusion ® can operate as a stand-alone unit, requiring no on-going liquid nitrogen supply or connection to an external liquid nitrogen source.
Two examples of MVE Biological Solutions advance development achievements are: ● MVE Biological Solutions’ Fusion ® Cryogenic System – The MVE Fusion is a self-sustaining cryogenic freezer. The MVE Fusion ® can operate as a stand-alone unit, requiring no on-going liquid nitrogen supply or connection to an external liquid nitrogen source.
Electricity usage was estimated for several company locations based on either (i) square footage using a US average intensity for offices of 13.6 kWh/ft 2 , or (ii) spend data and regional utility rates, depending on what information was available. 16 Table of Contents Utility Estimations.
Electricity usage was estimated for several company locations based on either (i) square footage using average intensity for offices, or (ii) spend data and regional utility rates, depending on what information was available. Utility Estimations.
When a matter is reported to a manager or our HR department, the concern is reviewed to determine whether it should be escalated to the legal department. The legal department also has criteria for further escalation, if necessary, to legal department management. Every new hire is introduced to the Code of Ethics through training and orientation.
When a matter is reported to a manager or our HR department, the concern is reviewed to determine whether it should be escalated to the legal department. The legal department also has criteria for further escalation, if necessary, to legal department management.
Our Code of Conduct extends through our suppliers and thus sets an expectation for our suppliers to commit to operating with honesty, truthfulness and transparency in accordance to the highest ethical and corporate governance standards, as Cryoport personifies through our operations. Per our Code of Conduct, Cryoport will not tolerate the use by suppliers of forced labor in any form.
Our Code of Conduct extends throughout our approved suppliers and thus sets an expectation for our suppliers to commit to operating with honesty, truthfulness and transparency in accordance to the highest ethical and corporate governance standards, as Cryoport personifies through our operations.
Storage of biological materials that are classified as drug products for human therapeutic use (either for investigational use or commercially approved) or materials used in the manufacture of drug products for human therapeutic use, is regulated by the FDA under Title 21 Code of Federal Regulations (“CFR”) part 210 & 211.
Additionally, our Chain of Compliance™ processes comply fully with ISO 21973 guidelines. 11 Table of Contents Storage of biological materials that are classified as drug products for human therapeutic use (either for investigational use or commercially approved) or materials used in the manufacture of drug products for human therapeutic use, is regulated by the FDA under Title 21 Code of Federal Regulations (“CFR”) part 210 & 211.
As an example of verification that programs exist to manage material risks for any given supplier, if our transportation suppliers employ or work with a Dangerous Goods Safety Advisor, we confirm the presence of a credentialed role responsible for overseeing activities associated with dangerous goods, including but not limited to, employee training and coaching, reporting, and monitoring of activities associated with the transportation of dangerous goods.
As an example, if one of our transportation suppliers employs or works with a Dangerous Goods Safety Advisor, we confirm the presence of a credentialed role responsible for overseeing activities associated with dangerous goods, including but not limited to, employee training and coaching, reporting, and monitoring of activities associated with the transportation of dangerous goods.
During the years ended December 31, 2022 and 2021, no single customer accounted for over 10% of our total revenues.
During the year ended December 31, 2023, one customer accounted for 10.5% of our total revenues. During the year ended December 31, 2022, no single customer accounted for over 10% of our total revenues.
Conducting an annual carbon footprint not only allows Cryoport to track changes (i.e., increases or reductions in emissions, fuel usage, or energy usage by facility) and refine our processes and procedures used to estimate our carbon footprint, but will also be helpful in ultimately setting emission reduction targets.
Conducting an annual carbon footprint allows Cryoport to track changes (i.e., increases or reductions in emissions, fuel usage, or energy usage by facility) and refine our processes and procedures used to estimate our carbon footprint.
Our patents generally protect certain aspects of our products and related technology. We also own common law and registered trademarks in the U.S. and in certain foreign countries to protect the names of our company, certain products, and key service brands. We own certain copyrights relating to certain aspects of our systems, products and services.
We also own common law and registered trademarks in the U.S. and in certain foreign countries to protect the names of our company, certain products, and key service brands. We own certain copyrights relating to certain aspects of our systems, products and services. Our success is influenced, in part, by our ability to continue to develop proprietary products and technologies.
This is especially the case for the new therapies being developed in the regenerative medicine market, such as autologous and allogeneic cell therapies and gene therapies, that require tightly controlled temperatures through the development, biostorage, transportation, and delivery processes to maintain efficacy and safety. During the year ended December 31, 2023, one customer accounted for 10.5% of our total revenues.
This is especially the case for cell and gene therapies that require tightly controlled temperatures through the development, biostorage, transportation, and delivery processes to maintain efficacy and safety. During the year ended December 31, 2024, no customer accounted for more than 10% of our total revenues.
Data Privacy & Security Cryoport uses an outside Center for Internet Security (CIS) assessment firm to evaluate its data security controls in an effort protect our businesses and secure the information of our employees and customers.
Per our Code of Conduct, Cryoport will not tolerate the use by suppliers of forced labor in any form. Data Privacy & Security Cryoport uses an outside Center for Internet Security (CIS) assessment firm to evaluate our data security controls in an effort to protect our businesses and secure the information of our employees and customers.
We develop and update these policies when we identify a need for employee clarification, the emergence of new laws or regulations, or other external factors.
Every new employee is introduced to the Code of Ethics through training and orientation. 18 Table of Contents We develop and update these policies when we identify a need for employee clarification, the emergence of new laws or regulations, or other external factors.
The Cryoport ELITE ™ shipper line has been developed in conjunction with one of the leaders in the gene therapy space for clinical and commercial gene therapy distribution.
The Cryoport ELITE™ -80°C Gene Therapy Shipper was developed in conjunction with one of the leaders in the gene therapy space for clinical and commercial gene therapy distribution and was launched during the second quarter of 2023.
As of December 2023, women represented a total of approximately 33% of all employees, 29% of all managers, 36% of all directors, and 20% of all senior leadership positions (Vice President and above).
As of December 31, 2024, women represented a total of approximately 35% of all employees, 32% of all managers, 38% of all directors, and 22% of all senior leadership positions (Vice President and above).
To understand and improve our safety performance, we evaluate our operational performance across a variety of indicators—including lost-time-injury rate (LTIR)—on a daily basis. In 2023, our LTIR was 1.79, compared to 1.23 in 2022.
To understand and improve our safety performance, we measure our operational performance across a variety of indicators—including lost-time-injury rate (LTIR)—on a daily basis. In 2024, our LTIR for our United States operations was 0.46.
The primary responsibility for recall management lies with our Vice President of Quality Assurance and Regulatory Affairs for manufacturing. The executive staff is involved in decision and implementation processes depending upon the specifics of any recall required. Customer service personnel, sales staff and other resources would then be utilized in reaching all distributors and direct end users.
The primary responsibility for recall management lies with our Vice President of Quality Assurance and Regulatory Affairs for manufacturing. The executive team is involved in the decision and implementation processes depending upon the specifics of any recall that may be required.
This reduction in energy consumption from our freezer lines alone equates to 151,610,701 pounds of GHG emissions avoided or the emissions equivalent to 15,303 passenger vehicles driven for one year. 21 Table of Contents Cryoport regularly reviews opportunities to eliminate the use of materials considered hazardous and related managed waste streams on a regular cadence.
This amount of electricity could power 19,172 homes annually. This reduction in energy consumption from our freezer lines alone equates to 152,504,879 pounds of GHG emissions avoided or the emissions equivalent to 16,135 passenger vehicles driven for one year. Cryoport regularly reviews opportunities to eliminate the use of materials considered hazardous and related managed waste streams.
Business Ethics We are committed to operating with honesty, truthfulness and transparency in accordance with the highest ethical and corporate governance standards – mutual respect, integrity and trust are our foundation. As an ethical operator, we have developed a robust Code of Conduct and hold ourselves accountable to it in all we do.
Business Ethics We are committed to operating with honesty and transparency in accordance with the highest ethical and corporate governance standards – mutual respect, integrity and trust are the foundation of our company.
Code of Ethics Our Code of Ethical Business Conduct (the “Code of Ethics”) applies to our directors and all employees, including our Chief Executive Officer and Chief Financial Officer and is available on our website at www.cryoportinc.com on the “Investor Relations: Governance” page under the heading “Governance Documents.” The Code of Ethics serves as the foundation of our corporate integrity and compliance program.
Our Code of Ethical Business Conduct (the “Code of Ethics”) serves as the foundation of our corporate integrity and compliance program and applies to our directors and all employees, including our Chief Executive Officer and Chief Financial Officer.
Scope 3 Employee Business Travel CRYOPDP Actual airline mileage for CRYOPDP PT location; travel agency carbon emission estimates Scope 3 Downstream Product Transport CRYOPDP Shipment weights and mileage for CRYOPDP Scope 3 Waste MVE, one Cryoport Systems location Actual facility waste disposal amounts for four locations ​ Some of the Scope 3 emissions that contribute to our global carbon footprint, but for which we determined that data was not reasonably available for us to quantify in this report include, but are not limited to, transportation and distribution provided by third parties in the performance of our services; use and end-of-life treatment of sold products; and purchased goods and services.
The following sources of emissions were included in the scope of the report for the identified business units: ​ 12 Table of Contents ​ Some of the Scope 3 emissions that contribute to our global carbon footprint, but for which we determined that data was not reasonably available for us to quantify in this report include, but are not limited to, transportation and distribution provided by third parties in the performance of our services; use and end-of-life treatment of sold products; and purchased goods and services.
Our policies are clearly defined, published in local languages where applicable, and include guidance on topics including, but not limited to: ● Corruption ● Anti-Trust and Anti-Competitive Behavior ● Insider Dealings ● Gifts ● Bribes (e.g., explicit prohibition of facilitation payments) ● Conflicts of Interest ● Intellectual Property ● Compliance ● Truthful and accurate reporting ● Interactions with Healthcare professionals ● Whistleblower protections (including non-retaliation) ● Political Activity and Contributions (e.g., explicit prohibition of contribution of any kind to any candidate or political party without express prior approval of the Board of Directors – this covers both direct contributions and indirection support; no political contributions have been made in recent years) In addition to our Code of Conduct, our senior leadership team actively oversees the governance of our ethics programs to help ensure that commitment is driven from the top down, and that program owners are accountable for successful program compliance.
Our Code of Ethics is is translated into local languages for our employees where applicable and includes guidance on topics including, but not limited to the following: ● Corruption ● Anti-Trust and Anti-Competitive Behavior ● Insider Dealings ● Gifts ● Bribes (e.g., explicit prohibition of facilitation payments) ● Conflicts of Interest ● Intellectual Property ● Regulatory Compliance ● Truthful and Accurate Reporting ● Human Rights ● Equal Employment Opportunity ● Anti-harassment ● Environmental Compliance and Sustainability ● Whistleblower protections (including non-retaliation) ● Political Activity and Contributions (e.g., explicit prohibition of contribution of any kind to any candidate or political party without express prior approval of our board of directors – this covers both direct contributions and indirection support; no political contributions have been made in recent years) ● Reporting Violations of Company Policy ​ Our officers, directors, and managers are responsible for promoting the principles within the Code of Ethics and fostering a culture of ethical conduct.
Our success is influenced, in part, by our ability to continue to develop proprietary products and technologies. It is desirable to obtain patent coverage for these products and technologies; however, some are protected as trade secrets. We intend to file trademark and patent applications covering any newly developed products, methods and technologies.
It is desirable to obtain patent coverage for these products and technologies; however, some are protected as trade secrets. We intend to file trademark and patent applications covering any newly developed products, methods and technologies. However, there can be no guarantee that any of our pending or future filed applications will be issued as patents or registered as trademarks.
Metrics and key performance indicators are accumulated regularly, and are trended to predict, and mitigate, potential risks to operations. Operating and senior management utilized this information to enact decisions regarding procedures, processes, resource allocation, and corrective actions. Quality-driven initiatives are supported throughout our global organization.
Through procedural requirements, Cryoport provides substantial risk-mitigation strategies throughout its full offering of products, systems, and services to support and maintain customer confidence. Metrics and key performance indicators are accumulated regularly, and are trended to predict, and mitigate, potential risks to operations. Operating and senior management utilized this information to enact decisions regarding procedures, processes, resource allocation, and corrective actions.
The acquisition of MVE Biological Solutions in 2020 enabled Cryoport to become the leading global provider of cryogenic systems and solutions. MVE Biological Solutions’ is a leader in the supply of cryogenic systems globally and it is an important part of our global supply chain platform.
MVE Biological Solutions supplies cryogenic systems globally and is an important part of our global supply chain platform.
We rely on a combination of patents, copyrights, trademarks, trade secret laws and confidentiality agreements to protect our intellectual property rights. We file patent applications to protect innovations arising from our research, development and design. As of December 31, 2023, we owned approximately 65 issued patents and have more than 120 pending patent applications throughout the world.
We file patent applications to protect innovations arising from our research, development and design. As of December 31, 2024, we owned approximately 95 issued patents and have more than 140 pending patent applications throughout the world. Our patents generally protect certain aspects of our products and related technology.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOn February 5, 2021, the Company received a waiver and conversion notice from Blackstone Freeze Parent L.P. and Blackstone Tactical Opportunities Fund – FD L.P. and converted an aggregate of 50,000 shares of the Series C Preferred Stock, resulting in the issuance of an aggregate of 1,312,860 shares of common stock. 35 Table of Contents Any subsequent conversion of shares of the Series C Preferred Stock to shares of our common stock would further dilute the ownership interest of existing holders of our common stock, and any sale in the public market of shares of our common stock issuable upon conversion of the Series C Preferred Stock could adversely affect prevailing market prices of our common stock.
Biggest changeOn February 5, 2021, the Company received a waiver and conversion notice from Blackstone Freeze Parent 31 Table of Contents L.P. and Blackstone Tactical Opportunities Fund – FD L.P. and converted an aggregate of 50,000 shares of the Series C Preferred Stock, resulting in the issuance of an aggregate of 1,312,860 shares of common stock.
The exercise of any options or vesting of restricted stock units, as well as the issuance of our common stock upon conversion of the Convertible Senior Notes, the Series C Convertible Preferred Stock, or in connection with acquisitions and other issuances of our common stock, could have an adverse effect on the market price of the shares of our common stock and dilute our existing stockholders.
The exercise of any options or vesting of restricted stock units, as well as the issuance of our common stock upon conversion of the Convertible Senior Notes, the Series C Preferred Stock, or in connection with acquisitions and other issuances of our common stock, could have an adverse effect on the market price of the shares of our common stock and dilute our existing stockholders.
Additionally, the consent of the holders of a majority of the outstanding shares of Series C Preferred Stock is required for so long as any shares of the Series C Preferred Stock remain outstanding for (i) amendments to the Company’s organizational documents that have an adverse effect on the holders of Series C Preferred Stock and (ii) issuances by the Company of securities that are senior to, or equal in priority with, the Series C Preferred Stock, including any shares of the Company’s Series A Preferred Stock or Series B Preferred Stock.
Additionally, the consent of the holders of a majority of the outstanding shares of Series C Preferred Stock is required for so long as any shares of the Series C Preferred Stock remain outstanding for (i) amendments to the Company’s organizational documents that have an adverse effect on the holders of Series C Preferred Stock and (ii) issuances by the Company of securities that are senior to, or equal in priority with, the Series C Preferred Stock, including any shares of the Company’s Class A Preferred Stock or Class B Preferred Stock.
Further, there can be no assurance that future developments in technology will not make our technology non-competitive or obsolete, or significantly reduce our operating margins or the demand for our offerings, or otherwise negatively impact our ability to be profitable. 30 Table of Contents The integration and operation of acquired businesses may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions.
Further, there can be no assurance that future developments in technology will not make our technology non-competitive or obsolete, or significantly reduce our operating margins or the demand for our offerings, or otherwise negatively impact our ability to be profitable. 26 Table of Contents The integration and operation of acquired businesses may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions.
Additionally, the cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats. 32 Table of Contents Our success depends, in part, on our ability to obtain patent protection for our solutions, preserve our trade secrets, and operate without infringing the proprietary rights of others.
Additionally, the cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats. 28 Table of Contents Our success depends, in part, on our ability to obtain patent protection for our solutions, preserve our trade secrets, and operate without infringing the proprietary rights of others.
We currently acquire various component parts for our solutions from various independent manufacturers, some of which are sole sourced. We would likely experience significant delays or cessation in producing some of these components if a labor 26 Table of Contents strike, natural disaster, public health crisis, act of war or other supply disruption were to occur.
We currently acquire various component parts for our solutions from various independent manufacturers, some of 22 Table of Contents which are sole sourced. We would likely experience significant delays or cessation in producing some of these components if a labor strike, natural disaster, public health crisis, act of war or other supply disruption were to occur.
Any such FDA or other foreign regulatory agency actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations. 34 Table of Contents Risks Related to Our Financial Condition Historically, we have incurred significant losses and we may continue to incur losses in the future.
Any such FDA or other foreign regulatory agency actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations. 30 Table of Contents Risks Related to Our Financial Condition Historically, we have incurred significant losses and we may continue to incur losses in the future.
If we are unable to retain current employees or strategic consultants, our financial condition and ability to maintain operations may be adversely affected. 38 Table of Contents If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.
If we are unable to retain current employees or strategic consultants, our financial condition and ability to maintain operations may be adversely affected. 34 Table of Contents If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.
If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the price of our common stock appreciates. 37 Table of Contents Our Articles of Incorporation allows our Board of Directors to issue up to 2,500,000 shares of “blank check” preferred stock.
If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the price of our common stock appreciates. 33 Table of Contents Our Articles of Incorporation allows our board of directors to issue up to 2,500,000 shares of “blank check” preferred stock.
Subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Class C Preferred Stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date we notify the Class C Preferred Stockholders of the election to convert, the closing price of our Common Stock is at least 150% of the conversion price.
Subject to certain conditions, we may, at our option, require conversion of all of the outstanding shares of Series C Preferred Stock to common stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date we notify the Series C Preferred Stockholders of the election to convert, the closing price of our common stock is at least 150% of the conversion price.
The Series C Preferred Stockholders are also entitled to participate in dividends declared or paid on the common stock on an as-converted basis. 36 Table of Contents Risks Related to Ownership of Our Common Stock Certain of our existing stockholders own and have the right to acquire a substantial number of shares of common stock.
The Series C Preferred Stockholders are also entitled to participate in dividends declared or paid on the common stock on an as-converted basis. 32 Table of Contents Risks Related to Ownership of Our Common Stock Certain of our existing stockholders own and have the right to acquire a substantial number of shares of common stock.
When demand for our products increases significantly, we may not be able to meet demand on a timely basis, and we may need to expend a significant amount of time working with our customers to allocate limited supply and maintain positive customer 28 Table of Contents relations, or we may incur additional costs in order to rush the manufacture and delivery of additional products.
When demand for our products increases significantly, we may not be able to meet demand on a timely basis, and we may need to expend a significant amount of time working with our customers to allocate limited supply and maintain positive customer relations, or we may incur additional costs in order to rush the manufacture and delivery of additional products.
Our future results could be harmed by a variety of factors, including: ● changes in foreign currency exchange rates, exchange controls and currency restrictions; ● changes in a specific country’s or region’s political, social or economic conditions; ● political, economic and social instability, including acts of war; ● outbreak of disease or illness in any of the countries in which we sell our products or in which we or our suppliers operate; ● tariffs, other trade protection measures, and import or export licensing requirements; ● potentially negative consequences from changes in U.S. and international tax laws; ● difficulty in staffing and managing geographically widespread operations; ● changes in customer spending due to the increased economic uncertainties and the disruption in the capital markets; ● requirements relating to withholding taxes on remittances and other payments by subsidiaries; ● restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; ● restrictions on our ability to repatriate dividends from our foreign subsidiaries; ● difficulty in collecting international accounts receivable; ● difficulty in enforcement of contractual obligations under non-U.S. law; ● transportation delays or interruptions; and ● changes in regulatory requirements including as it relates to protection of our intellectual property.
Our future results could be harmed by a variety of factors, including: ● changes in foreign currency exchange rates, exchange controls and currency restrictions; ● changes in a specific country’s or region’s political, social or economic conditions; ● political, economic and social instability, including acts of war; ● outbreak of disease or illness in any of the countries in which we sell our products or in which we or our suppliers operate; ● tariffs, other trade protection measures, and import or export licensing requirements, including as a result of the recent changes in the presidential administration and/or the make-up of the Senate and the House of Representatives; ● potentially negative consequences from changes in U.S. and international tax laws; ● difficulty in staffing and managing geographically widespread operations; ● changes in customer spending due to the increased economic uncertainties and the disruption in the capital markets; ● requirements relating to withholding taxes on remittances and other payments by subsidiaries; ● restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; ● restrictions on our ability to repatriate dividends from our foreign subsidiaries; ● difficulty in collecting international accounts receivable; ● difficulty in enforcement of contractual obligations under non-U.S. law; ● transportation delays or interruptions; and ● changes in regulatory requirements including as it relates to protection of our intellectual property.
Such recalls and withdrawals may also be used by 27 Table of Contents our competitors to harm our reputation for safety or be perceived by customers as a safety risk when considering the use of our products.
Such recalls and withdrawals may also be used by our competitors to harm our reputation for safety or be perceived by customers as a safety risk when considering the use of our products.
Our forecasts will be based on multiple assumptions, each of which may cause our estimates to be inaccurate, affecting our ability to provide products to our customers.
Our forecasts will be based on multiple assumptions, each of which may cause our estimates to be inaccurate, affecting our ability to provide products to our 24 Table of Contents customers.
Additionally, any recall could result in significant costs to us and significant adverse publicity, which could harm our ability to market our products in the future.
Additionally, any recall could result in significant costs to us and significant 23 Table of Contents adverse publicity, which could harm our ability to market our products in the future.
The extent to which COVID-19 or other public health crises may impact our business operations, financial performance and results of operations remains uncertain and will depend on many factors outside our control, including the timing, extent, trajectory and duration of the public health crisis, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, and the imposition of protective public safety measures.
The extent to which pandemics, epidemics or other public health crises may impact our business operations, financial performance and results of operations is uncertain and will depend on many factors outside our control, including the timing, extent, trajectory and duration of the pandemic, epidedemic or other public health crises, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, and the imposition of protective public safety measures.
A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, financial condition and results of operations. If we use biological and hazardous materials in a manner that causes injury, we could be liable for damages. Our customers may ship potentially harmful biological materials in our dewars.
A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, financial condition and results of operations. 25 Table of Contents If we use biological and hazardous materials in a manner that causes injury, we could be liable for damages.
As of February 23, 2024, our directors, executive officers and beneficial owners of 5% or more of our outstanding common stock beneficially owned 33,447,953 shares of common stock assuming their conversion of all outstanding Series C Preferred Stock and their exercise of all outstanding options held by them that are exercisable within 60 days of February 23, 2024, which represented approximately 62.7% % of our outstanding common stock.
As of February 28, 2025, our directors, executive officers and beneficial owners of 5% or more of our outstanding common stock beneficially owned 38,410,042 shares of common stock assuming their conversion of all outstanding Series C Preferred Stock and their exercise of all outstanding options held by them that are exercisable within 60 days of February 28, 2025, which represented approximately 71.1% of our outstanding common stock.
As of December 31, 2023, we could also issue up to an additional 8,301,449 shares of our common stock upon exercise of outstanding options and vesting of restricted stock units and 873,468 shares of our common stock reserved for future issuance under our stock incentive plans.
As of December 31, 2024, we could also issue up to an additional 7,841,565 shares of our common stock upon exercise of outstanding options and vesting of restricted stock units and 2,896,124 shares of our common stock reserved for future issuance under our stock incentive plans.
If such changes occur, it could adversely affect our business. 33 Table of Contents We, along with our customers, are subject to various international governmental regulations.
If such changes occur, including as a result of these recent changes, this could adversely affect our business. 29 Table of Contents We, along with our customers, are subject to various international governmental regulations.
As of February 23, 2024, there were 48,977,476 shares of our common stock outstanding. Substantially all of these shares of common stock are eligible for trading in the public market.
As of February 28, 2025, there were 49,910,391 shares of our common stock outstanding. Substantially all of these shares of common stock are eligible for trading in the public market.
In addition, intangible assets and their related useful lives are reviewed at least annually to determine whether there are any adverse conditions that would indicate the carrying value of these assets may not be recoverable.
We assess intangible assets for impairment on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist. In addition, intangible assets and their related useful lives are reviewed at least annually to determine whether there are any adverse conditions that would indicate the carrying value of these assets may not be recoverable.
In addition, we reserved 599,954 shares of our common stock issuable upon conversion of the 2025 Convertible Senior Notes, 3,156,483 shares of our common stock issuable upon conversion of the 2026 Convertible Senior Notes, and 5,894,535 shares of our common stock issuable upon conversion of our Series C Convertible Preferred Stock.
In addition, we reserved 599,953 shares of our common stock issuable upon conversion of the 2025 Convertible Senior Notes, 1,583,280 shares of our common stock issuable upon conversion of the 2026 Convertible Senior Notes, and 6,133,876 shares of our common stock issuable upon conversion of our Series C Preferred Stock.
We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling or disposal of these materials. In the event of 29 Table of Contents contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage we may have.
In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage we may have.
If in future periods we determine that our goodwill or intangible assets are further impaired, we will recognize a non-cash impairment charge with respect to these assets, which would adversely affect our results of operations. ​ 31 Table of Contents Risks Related to Our Technology and Intellectual Property We rely upon certain critical information systems, including our Cryoportal ® software platform, for the operation of our business; the failure of any critical information system could adversely impact our reputation and future revenues, and we may be required to increase our spending on data and system security.
For example, for the year ended December 31, 2024, we recorded non-cash impairment charges of $54.6 million related to the full impairment of the goodwill associated with our MVE reporting unit and $9.2 million related to the impairment of certain trademarks and tradenames. ​ 27 Table of Contents Risks Related to Our Technology and Intellectual Property We rely upon certain critical information systems, including our Cryoportal ® software platform, for the operation of our business; the failure of any critical information system could adversely impact our reputation and future revenues, and we may be required to increase our spending on data and system security.
As of December 31, 2023, we had an accumulated deficit of $642.4 million. In order to achieve and sustain revenue growth in the future, we must expand our market presence and revenues from existing and new customers. We may continue to incur losses in the future and may never generate revenues sufficient to become profitable or to sustain profitability.
We incurred a net loss of $114.8 million and $99.6 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $757.2 million. In order to achieve and sustain revenue growth in the future, we must expand our market presence and revenues from existing and new customers.
Continuing losses may impair our ability to raise the additional capital required to continue and expand our operations. Our indebtedness and liabilities could limit the cash flow available for our operations and expose us to risks that could adversely affect our business, financial condition and results of operations. We have a substantial amount of indebtedness.
Our indebtedness and liabilities could limit the cash flow available for our operations and expose us to risks that could adversely affect our business, financial condition and results of operations. We have a substantial amount of indebtedness. As of December 31, 2024, we had approximately $301.6 million of indebtedness and other liabilities, including trade payables, on a consolidated basis.
Additional future impacts on us may include material adverse effects on our manufacturing, supply chain and distribution channels, our ability to execute our strategic plans, and our profitability. The potential effects of public health crises may also impact and potentially heighten many of our other risk factors discussed in this “Risk Factors” section.
Other potential impacts on us resulting from pandemics, epidemics or other public health crises may include, but not limited to, material adverse effects on our manufacturing, supply chain and distribution channels, our ability to execute our strategic plans, and our profitability.
We will have difficulty increasing our revenues if we experience delays, difficulties or unanticipated costs in establishing the sales, marketing and distribution capabilities necessary to successfully commercialize our solutions. We plan to further enhance our sales, marketing and distribution capabilities in the Americas, EMEA, and APAC.
The potential effects of pandemics, epidemics or other public health crises may also impact and potentially heighten many of our other risk factors discussed in this “Risk Factors” section. We will have difficulty increasing our revenues if we experience delays, difficulties or unanticipated costs in establishing the sales, marketing and distribution capabilities necessary to successfully commercialize our solutions.
Further impairment of our goodwill or intangible assets could have a material non-cash adverse impact on our results of operations. ​ We assess goodwill for impairment on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist.
Impairment of our goodwill and other intangible assets has had, and in the future could have, a material non-cash adverse impact on our results of operations. ​ As of December 31, 2024, we had $51.7 million of goodwill and $170.5 million of other intangible assets on our balance sheets.
As of December 31, 2023, we had approximately $468.7 million of indebtedness and other liabilities, including trade payables, on a consolidated basis. We may also incur additional indebtedness to meet future financing needs.
We may also incur additional indebtedness to meet future financing needs.
Added
We plan to further enhance our sales, marketing and distribution capabilities in the Americas, EMEA, and APAC.
Added
Our customers may ship potentially harmful biological materials in our dewars. We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling or disposal of these materials.
Added
We may be required to record non-cash impairment charges with respect to our goodwill or other intangible assets during any period we determine these assets are impaired, which has had, and in the future could have, a material adverse impact on our results of operations.
Added
For example, the Trump administration instituted changes in trade policies that included the imposition of higher tariffs on imports into the U.S. and other government regulations affecting trade between the U.S. and other countries where we conduct our business.
Added
We may continue to incur losses in the future and may never generate revenues sufficient to become profitable or to sustain profitability. Continuing losses may impair our ability to raise the additional capital required to continue and expand our operations.
Added
Any subsequent conversion of shares of the Series C Preferred Stock to shares of our common stock would further dilute the ownership interest of existing holders of our common stock, and any sale in the public market of shares of our common stock issuable upon conversion of the Series C Preferred Stock could adversely affect prevailing market prices of our common stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSuch management personnel have prior experience and training in managing information systems and cybersecurity matters and participate in ongoing training programs. ​ 39 Table of Contents In the first quarter of 2024, we created two new corporate roles, the Chief Digital and Technology Officer and the Chief Information Security Officer.
Biggest changeSuch management personnel have prior experience and training in managing information systems and cybersecurity matters and participate in ongoing training programs. 35 Table of Contents ​
Governance Our Board of Directors holds oversight responsibility over Cryoport’s risk management and strategy, including material risks related to cybersecurity threats. This oversight is executed directly by our board of directors and through its committees.
Governance Our board of directors holds oversight responsibility over Cryoport’s risk management and strategy, including material risks related to cybersecurity threats. This oversight is executed directly by our board of directors and through its audit committee.
Within management, the Chief Information Officer or Information Technology Director, as applicable, of our business units are primarily responsible for assessing and managing our material risks from cybersecurity threats on a day-to-day basis and keep the senior executive officers informed on a regular basis of the identification, assessment, and management of cybersecurity risks and of any cybersecurity incidents.
Within management, our Chief Information Security Officer is primarily responsible for assessing and managing our material risks from cybersecurity threats and keep the senior executive officers informed on a regular basis of the identification, assessment, and management of cybersecurity risks and of any cybersecurity incidents.
Removed
The Chief Information Security Officer will report directly to the Chief Digital and Technology Officer and be primarily responsible for assessing and managing our material risks from cybersecurity threats within management. ​ ​
Added
Our Chief Information Security Officer is supported by the Chief Information Officer or Information Technology Director, as applicable, of our business units with respect to the assessment and management of our material risks from cybersecurity risks on a day-to-day basis.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table summarizes our principal facilities and other materially important physical properties as of December 31, 2023: Location Ownership Use Brentwood, Tennessee ​ Leased ​ Principle Executive Office Irvine, California ​ Leased ​ Administrative, Global Supply Chain Center, and Research and Development Center Morris Plains, New Jersey ​ Leased ​ Global Supply Chain Center, Administrative, and Logistics Center Houston, Texas ​ Leased ​ Administrative, Global Supply Chain Center and Biostorage Center Hoofddorp, the Netherlands ​ Leased ​ Global Supply Chain Center Ball Ground, Georgia ​ Leased ​ Administrative, Manufacturing, and Research and Development Center New Prague, Minnesota ​ Owned ​ Manufacturing Chengdu, China ​ Owned ​ Administrative and Manufacturing Clermont-Ferrand, France ​ Owned ​ Administrative and Global Supply Chain Center Lisbon, Portugal ​ Leased ​ Administrative Tremblay en France, France ​ Leased ​ Administrative and Global Logistics Center ​ We believe that these facilities are adequate, suitable and of sufficient capacity to support our immediate needs. ​
Biggest changeThe following table summarizes our principal facilities and other materially important physical properties as of December 31, 2024: Location Ownership Use Brentwood, Tennessee ​ Leased ​ Principal Executive Office Irvine, California ​ Leased ​ Administrative, Global Supply Chain Center, and Research and Development Center Morris Plains, New Jersey ​ Leased ​ Global Supply Chain Center, Administrative, and Logistics Center Houston, Texas ​ Leased ​ Administrative, Global Supply Chain Center and Biostorage Center Hoofddorp, the Netherlands ​ Leased ​ Global Supply Chain Center Ball Ground, Georgia ​ Leased ​ Administrative, Manufacturing, and Research and Development Center New Prague, Minnesota ​ Owned ​ Manufacturing Chengdu, China ​ Owned ​ Administrative and Manufacturing Clermont-Ferrand, France ​ Owned ​ Administrative and Global Supply Chain Center Lisbon, Portugal ​ Leased ​ Administrative Tremblay en France, France ​ Leased ​ Administrative and Global Logistics Center ​ We believe that these facilities are adequate, suitable and of sufficient capacity to support our immediate needs. ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIt is our practice to accrue for open claims based on our historical experience and available insurance coverage. ​ ITEM 4. Mine Safety Disclosures Not applicable ​ 40 Table of Contents PART II
Biggest changeIt is our practice to accrue for open claims based on our historical experience and available insurance coverage. ​ ITEM 4. Mine Safety Disclosures Not applicable ​ 36 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend on our results of operations, financial condition, capital requirements, contractual arrangements and other factors that our board of directors deems relevant.
Biggest changeAny future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend on our results of operations, financial condition, capital requirements, contractual arrangements and other factors that our board of directors deems relevant. Recent Sale of Unregistered Securities None.
(1) The information contained in the performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that Cryoport specifically incorporates it by reference into such filing. 41 Table of Contents Dividends No dividends on common stock have been declared or paid by the Company.
(1) The information contained in the performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that Cryoport specifically incorporates it by reference into such filing. 37 Table of Contents Dividends No dividends on common stock have been declared or paid by the Company.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cryoport, Inc., the Russell 3000 Index and the S&P 1500 Life Sciences Tools & Services Industry Index *$100 invested on 12/31/18 in Cryoport common stock or applicable index. Fiscal year ending December 31.
The stock price performance on the following graph is not necessarily indicative of future stock price performance. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Cryoport, Inc., the Russell 3000 Index and the S&P 1500 Life Sciences Tools & Services Industry Index *$100 invested on 12/31/19 in Cryoport common stock or applicable index. Fiscal year ending December 31.
The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2018 to December 31, 2023 and assumes that, as to such indices, dividends were reinvested. We have never paid cash dividends on our common stock.
The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2019 to December 31, 2024 and assumes that, as to such indices, dividends were reinvested. We have never paid cash dividends on our common stock.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of February 23, 2024, there were 48,977,476 shares of common stock outstanding and 158 stockholders of record.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of February 28, 2025, there were 49,910,391 shares of common stock outstanding and 153 stockholders of record.
Removed
Recent Sale of Unregistered Securities On April 14, 2022, in connection with the Company’s acquisition of Cell&Co, SAS, the Company issued 15,152 shares of the Company’s common stock with a fair value of $0.4 million to certain sellers as partial consideration for such seller’s interest in the business pursuant to the exemptions for registration provided by Rule 903 under Regulation S of the Securities Act, on the basis that each recipient was not a U.S. person as defined in Rule 902 of Regulation S.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense. ​ Results of Operations Results of Operations for Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following table summarizes certain information derived from our consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ 2023 2022 $ Change % Change ​ ​ ($ in 000’s) ​ ​ ​ ​ ​ Service revenues ​ $ 144,087 ​ $ 133,879 ​ $ 10,208 7.6% Product revenues ​ 89,168 ​ 103,398 ​ (14,230) (13.8)% Total revenues ​ 233,255 ​ 237,277 ​ (4,022) (1.7)% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of service revenues ​ ​ (81,820) ​ ​ (75,187) ​ ​ (6,633) ​ 8.8% Cost of product revenues ​ ​ (52,103) ​ ​ (58,217) ​ ​ 6,114 ​ (10.5)% Total cost of revenues ​ ​ (133,923) ​ ​ (133,404) ​ ​ (519) ​ 0.4% Gross margin ​ 99,332 ​ 103,873 ​ (4,541) (4.4)% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ (146,880) ​ (120,055) ​ (26,825) 22.3% Engineering and development ​ (18,040) ​ (15,722) ​ (2,318) 14.7% Goodwill impairment ​ ​ (49,569) ​ ​ — ​ ​ (49,569) ​ ​ Investment income ​ ​ 10,577 ​ ​ 8,474 ​ ​ 2,103 ​ 24.8% Interest expense ​ (5,503) ​ (6,142) ​ 639 (10.4)% Gain on extinguishment of debt, net ​ ​ 5,679 ​ ​ — ​ ​ 5,679 ​ 100.0% Other income (expense), net ​ 5,056 ​ (5,522) ​ 10,578 (191.6)% Benefit from (provision for) income taxes ​ (239) ​ (2,239) ​ 2,000 (89.3)% Net loss ​ $ (99,587) ​ $ (37,333) ​ $ (62,254) 166.7% Paid-in-kind dividend on Series C convertible preferred stock ​ ​ (8,000) ​ ​ (8,000) ​ ​ — ​ 0.0% Net loss attributable to common stockholders ​ $ (107,587) ​ $ (45,333) ​ $ (62,254) 137.3% ​ 46 Table of Contents Total revenues by market ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 $ Change ​ % Change ​ ​ ($ in 000’s) ​ ​ ​ ​ ​ ​ Pharma/Biopharmaceutical ​ $ 192,583 ​ $ 193,879 ​ $ (1,296) ​ (0.7) % Animal Health ​ 30,379 ​ 33,465 ​ (3,086) ​ (9.2) % Human Reproductive Medicine ​ 10,293 ​ 9,933 ​ 360 ​ 3.6 % Total revenues ​ $ 233,255 ​ $ 237,277 ​ $ (4,022) ​ (1.7) % ​ Revenues .
Biggest changeWe also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense. ​ 41 Table of Contents Results of Operations Results of Operations for Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following table summarizes certain information derived from our consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ 2024 2023 $ Change % Change Life sciences services revenue ​ $ 153,660 ​ $ 144,087 ​ $ 9,573 6.6% Life sciences products revenue ​ 74,725 ​ 89,168 ​ (14,443) (16.2%) Total revenue ​ 228,385 ​ 233,255 ​ (4,870) (2.1%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services revenue ​ ​ (85,206) ​ ​ (81,820) ​ ​ (3,386) ​ 4.1% Cost of products revenue ​ ​ (43,548) ​ ​ (52,103) ​ ​ 8,555 ​ (16.4%) Total cost of revenue ​ ​ (128,754) ​ ​ (133,923) ​ ​ 5,169 ​ (3.9%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ 99,631 ​ 99,332 ​ 299 0.3% Selling, general and administrative ​ (148,978) ​ (146,880) ​ (2,098) 1.4% Engineering and development ​ (17,710) ​ (18,040) ​ 330 (1.8%) Impairment loss ​ ​ (63,809) ​ ​ (49,569) ​ ​ (14,240) 28.7% Investment income ​ ​ 9,895 ​ ​ 10,577 ​ ​ (682) ​ (6.4%) Interest expense ​ (4,108) ​ (5,503) ​ 1,395 (25.3%) Gain on extinguishment of debt, net ​ ​ 18,505 ​ ​ 5,679 ​ ​ 12,826 ​ 225.8% Other income (expense), net ​ (6,906) ​ 5,056 ​ (11,962) (236.6%) Provision for income taxes ​ (1,276) ​ (239) ​ (1,037) 434.1% ​ ​ ​ ​ ​ ​ Net loss ​ $ (114,756) ​ $ (99,587) ​ $ (15,169) 15.2% Paid-in-kind dividend on Series C convertible preferred stock ​ ​ (8,000) ​ ​ (8,000) ​ ​ — ​ — Net loss attributable to common stockholders ​ $ (122,756) ​ $ (107,587) ​ $ (15,169) 14.1% ​ Total revenue by market ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2024 2023 $ Change ​ % Change ​ ​ ($ in 000’s) ​ ​ ​ ​ ​ BioLogistics Solutions ​ $ 138,635 ​ $ 130,498 ​ $ 8,137 ​ 6.2 % BioStorage/BioServices ​ 15,025 ​ 13,589 ​ 1,436 ​ 10.6 % Life Sciences Services ​ 153,660 ​ 144,087 ​ 9,573 ​ 6.6 % Life Sciences Products ​ ​ 74,725 ​ ​ 89,168 ​ $ (14,443) ​ (16.2) % Total revenue ​ $ 228,385 ​ $ 233,255 ​ ​ (4,870) ​ (2.1) ​ ​ Revenue .
GAAP on the other. We caution the readers of this report to follow a similar approach by considering revenue on constant currency period-over-period changes only in addition to, and not as a substitute for, or superior to, changes in revenue prepared in accordance with U.S.
GAAP on the other. We caution the readers of this report to follow a similar approach by considering revenue on constant currency period-over-period changes only in addition to, and not as a substitute for, or superior to, changes in revenue prepared in accordance with U.S. GAAP.
Critical Accounting Policies and Estimates Our discussion and analysis of our consolidated financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the U.S., or U.S. GAAP.
Critical Accounting Policies and Estimates Our discussion and analysis of our consolidated financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the U.S., or U.S.
When we use the term “constant currency,” it means that we have translated local currency revenues for the current reporting period into U.S. dollars using the same average foreign currency exchange rates for the conversion of revenues into U.S. dollars that we used to translate local currency revenues for the comparable reporting period of the prior year.
When we use the term “constant currency,” it means that we have translated local currency revenue for the current reporting period into U.S. dollars using the same average foreign currency exchange rates for the conversion of revenue into U.S. dollars that we used to translate local currency revenue for the comparable reporting period of the prior year.
If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2023.
If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2024.
Our cost of revenues is primarily comprised of freight charges, payroll and associated expenses related to our global logistics and supply chain centers, depreciation expenses of our Cryoport Express ® Shippers and supplies and consumables used for our solutions.
Our cost of revenue is primarily comprised of freight charges, payroll and associated expenses related to our global logistics and supply chain centers, depreciation expenses of our Cryoport Express ® Shippers and supplies and consumables used for our solutions.
Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business, and an adverse action or assessment by a regulator.
Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, 40 Table of Contents business climate or operational performance of the business, and an adverse action or assessment by a regulator.
The expected volatility is based on the average of the historical volatility and the implied volatility of our stock commensurate with the expected life of the stock-based award. We do not anticipate paying dividends on our common stock in the foreseeable future. 45 Table of Contents We recognize stock-based compensation cost on a straight-line basis over the vesting period.
The expected volatility is based on the average of the historical volatility and the implied volatility of our stock commensurate with the expected life of the stock-based award. We do not anticipate paying dividends on our common stock in the foreseeable future. We recognize stock-based compensation cost on a straight-line basis over the vesting period.
Shipping and handling fees and costs are included in cost of revenues in the accompanying condensed consolidated statements of operations. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental agencies.
Shipping and handling fees and costs are included in cost of revenues in the accompanying condensed consolidated statements of operations. 39 Table of Contents Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental agencies.
The effective tax rate of negative 0.2% for the year ended December 31, 2023, differed from the U.S. federal statutory rate of 21% primarily due to changes in the valuation allowance that we maintain against our deferred tax assets, the impairment of goodwill and the relative mix of income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate.
The effective tax rate of negative 1.1% for the year ended December 31, 2024, differed from the U.S. federal statutory rate of 21% primarily due to changes in the valuation allowance that we maintain against our deferred tax assets, the impairment of goodwill and the relative mix of income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate.
The size and timing of any repurchase will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements.
The size and timing of any repurchase under the 2024 Repurchase Programs will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements.
While our significant accounting policies are more fully described in the notes to our consolidated financial statements, we have identified the policies and estimates below as being critical to our business operations and the understanding of our results of operations.
GAAP. 38 Table of Contents While our significant accounting policies are more fully described in the notes to our consolidated financial statements, we have identified the policies and estimates below as being critical to our business operations and the understanding of our results of operations.
For further discussion and analysis regarding our financial condition and results of operations for the year ended December 31, 2022 as compared to the year ended December 31, 2021, refer to “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 28, 2023.
For further discussion and analysis regarding our financial condition and results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 13, 2024.
Under U.S. GAAP, revenues received in local (non-U.S. dollar) currency are translated into U.S. dollars at the average exchange rate for the period presented.
Under U.S. GAAP, revenue received in local (non-U.S. dollar) currency is translated into U.S. dollars at the average exchange rate for the period presented.
Product revenues consist primarily of revenue from our portfolio of cryogenic stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities, which includes the rapidly growing Cell and Gene Therapy market through a global network of distributors and direct client relationships.
Life Sciences Products revenue consists primarily of revenue from our portfolio of cryogenic stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities, which includes the rapidly growing Cell and Gene Therapy market through a global network of distributors and direct client relationships. Gross margin and cost of revenue.
Also contributing to the cash impact of our net operating loss, excluding non-cash items, was a decrease in operating lease liabilities of $4.6 million, a decrease in accounts payable and other accrued expenses of $2.8 million, and a decrease in net deferred tax liability of $2.0 million, which were partially offset by a decrease 51 Table of Contents in accounts receivable of $3.7 million, an increase in accrued compensation and related expenses of $2.9 million, and a decrease in inventories of $1.5 million.
Also contributing to the cash impact of our net operating loss, excluding non-cash items, was a decrease in operating lease liabilities of $5.3 million, an increase in accounts receivable of $4.1 million, an increase in prepaid expenses and other current assets of $2.1 million, a decrease in accounts payable and other accrued expenses of $0.1 million, an increase in deposits of $1.4 million and a decrease in net deferred tax liability of $0.4 million, which were partially offset by a decrease in inventories of $3.3 million, and an increase in accrued compensation and related expenses of $1.9 million.
We also continued to gain clinical trial market share with Cryoport supporting a total of 675 clinical trials globally at year end 2023, of which 82 of these clinical trials were in phase 3, representing an overall increase of 21 clinical trials from 654 clinical trials at year end 2022.
We also continued to gain clinical trial market share with Cryoport supporting a total of 701 clinical trials globally at year end 2024, of which 81 of these clinical trials were in phase 3, representing an overall increase of 26 clinical trials from 675 clinical trials at year end 2023.
Provision for income taxes. The provision for income taxes decreased by $2.0 million for the year ended December 31, 2023, as compared to the same period in the prior year, resulting in effective tax rates of negative 0.2% and negative 6.4%, respectively.
Provision for income taxes. The provision for income taxes increased by $1.0 million for the year ended December 31, 2024, as compared to the same period in the prior year, resulting in effective tax rates of negative 1.1% and negative 0.2%, respectively.
Adjusted EBITDA Adjusted EBITDA is defined as net loss adjusted for interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, acquisition and integration costs, investment income, unrealized gain or loss on investments, foreign currency gain or loss, gain on insurance claim, gain on extinguishment of debt, goodwill impairment charge and charges or gains resulting from non-recurring events.
Adjusted EBITDA Adjusted EBITDA is defined as net loss adjusted for interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, acquisition and integration costs, cost reduction initiatives, investment income, unrealized gain or loss on investments, foreign currency gain or loss, net gain on insurance claim, gain on extinguishment of debt, impairment loss, changes in fair value of contingent consideration and charges or gains resulting from non-recurring events, as applicable.
Repurchase Program In March 2022, the Company announced that its board of directors authorized a repurchase program (the “Repurchase Program”) through December 31, 2025, authorizing the repurchase of common stock and/or convertible senior notes in the amount of up to $100.0 million from time to time on the open market or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s management at its discretion.
In August 2024, the Company’s Board of Directors authorized a Repurchase Program through December 31, 2027, authorizing the repurchase of common stock and/or convertible senior notes in the amount of up to $200.0 million from time to time, on the open market or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s management at its discretion (the “2024 Repurchase Program” and, together with the 2022 Repurchase Program, the “Repurchase Programs”).
GAAP financials, is useful to investors because it provides a basis for meaningful period-to-period comparisons of our ongoing operating results, including results of operations, against investor and analyst financial models, identifying trends in our underlying business and performing related trend analyses, and it provides a better understanding of how management plans and measures our underlying business. 49 Table of Contents A reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S.
GAAP financials, is useful to investors because it provides a basis for meaningful period-to-period comparisons of our ongoing operating results, including results of operations, against investor and analyst financial models, identifying trends in our underlying business and performing related trend analyses, and it provides a better understanding of how management plans and measures our underlying business.
Gross margin for the year ended December 31, 2023 was 42.6% of total revenues, as compared to 43.8% of total revenues for the year ended December 31, 2022. Cost of total revenues increased $0.5 million to $133.9 million for the year ended December 31, 2023, as compared to $133.4 million in the same period in 2022.
Gross margin for the year ended December 31, 2024 was 43.6% of total revenue, as compared to 42.6% of total revenue for the year ended December 31, 2023. Cost of total revenue decreased $5.2 million to $128.8 million for the year ended December 31, 2024, as compared to $133.9 million in the same period in 2023.
Our company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of cell & gene therapies and our future growth. Product revenues decreased by $14.2 million, or 13.8%, from $103.4 million to $89.2 million for the year ended December 31, 2023, as compared to the same period in 2022.
Our company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of cell & gene therapies and our future growth. 42 Table of Contents Life Sciences Products revenue decreased by $14.4 million, or 16.2%, from $89.2 million to $74.7 million for the year ended December 31, 2024, as compared to the same period in 2023.
Investing activities Net cash provided by investing activities of $36.0 million during the year ended December 31, 2023 was primarily due to the $130.0 million maturity of short-term investments.
Investing activities Net cash provided by investing activities of $176.8 million during the year ended December 31, 2024 was primarily due to the $249.1 million maturity of short-term investments.
Services revenue was driven by year-over-year growth in BioStorage/BioServices and Commercial Cell & Gene therapy revenue of 44.7% and 32.5%, respectively, demonstrating strong demand for our services offerings.
This increase was driven by year-over-year growth in BioStorage/BioServices and Commercial Cell & Gene therapy revenue of 10.6% and 20.1%, respectively, demonstrating strong demand for our services offerings.
As a result of our 2023 quantitative assessment, we concluded that goodwill related to the MVE reporting unit is impaired as of December 31, 2023, and recorded an impairment charge of $49.6 million in the consolidated statement of operations for the year ended December 31, 2023 (see Note 8).
We further concluded that goodwill related to the MVE reporting unit is impaired, and recorded an impairment charge of $54.6 million in the consolidated statement of operations for the year ended December 31, 2024 (see Note 10).
For the year ended December 31, 2023, SG&A expenses increased by $26.8 million, or 22.3% as compared to the same period in 2022.
For the year ended December 31, 2024, SG&A expenses increased by $2.1 million, or 1.4% as compared to the same period in 2023.
For the year ended December 31, 2023, our revenues would have been approximately $0.5 million higher in constant currency. However, we also believe that data on constant currency period-over-period changes have limitations, particularly as the currency effects that are eliminated could constitute a significant element of our revenue and could significantly impact our performance.
However, we also believe that data on constant currency period-over-period changes have limitations, particularly as the currency effects that are eliminated could constitute a significant element of our revenue and could significantly impact our performance.
Cryoport, Inc. and Subsidiaries Adjusted EBITDA Reconciliation (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ 2023 2022 2023 2022 GAAP net loss $ (62,389) $ (9,436) $ (99,587) ​ $ (37,333) Non-GAAP adjustments to net loss: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 7,449 ​ 6,134 ​ 27,487 ​ 22,765 Acquisition and integration costs ​ 641 ​ 621 ​ 6,945 ​ 2,165 Investment income ​ (2,615) ​ (2,677) ​ (10,577) ​ (8,474) Unrealized (gain)/loss on investments ​ (3,542) ​ (1,042) ​ (1,242) ​ 11,508 Gain on insurance claim ​ — ​ — ​ (2,642) ​ (4,815) Foreign currency gain ​ (1,078) ​ (1,212) ​ (964) ​ (584) Interest expense, net ​ ​ 1,306 ​ ​ 1,456 ​ ​ 5,503 ​ ​ 6,142 Stock-based compensation expense ​ 5,848 ​ 5,333 ​ 22,808 ​ 20,082 Gain on extinguishment of debt, net ​ ​ — ​ ​ — ​ ​ (5,679) ​ ​ — Goodwill impairment ​ ​ 49,569 ​ ​ — ​ ​ 49,569 ​ ​ — Change in fair value of contingent consideration ​ ​ (665) ​ ​ 63 ​ ​ (601) ​ ​ 213 Other non-recurring costs ​ ​ 187 ​ ​ — ​ ​ 437 ​ ​ — Income taxes ​ ​ (1,359) ​ ​ 1,477 ​ 239 ​ ​ 2,239 Adjusted EBITDA ​ ​ (6,648) ​ ​ 717 ​ ​ (8,304) ​ ​ 13,908 ​ Revenue at Constant Currency We believe that revenue growth is a key indicator of how our Company is progressing from period to period and we believe that the non-GAAP financial measure “revenue at constant currency” is useful to investors in analyzing the underlying trends in revenue.
Cryoport, Inc. and Subsidiaries Adjusted EBITDA Reconciliation (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ 2024 2023 2024 2023 GAAP net loss $ (18,677) $ (62,389) $ (114,756) ​ $ (99,587) Non-GAAP adjustments to net loss: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 7,894 ​ 7,449 ​ 30,757 ​ 27,487 Acquisition and integration costs ​ 3 ​ 641 ​ 899 ​ 6,945 Cost reduction initiatives ​ ​ 768 ​ ​ — ​ ​ 1,884 ​ ​ — Investment income ​ (1,427) ​ (2,615) ​ (9,895) ​ (10,577) Unrealized (gain)/loss on investments ​ 2,445 ​ (3,542) ​ 5,038 ​ (1,242) Gain on insurance claim ​ — ​ — ​ — ​ (2,642) Foreign currency (gain)/loss ​ 3,172 ​ (1,078) ​ 2,410 ​ (964) Interest expense, net ​ ​ 636 ​ ​ 1,306 ​ ​ 4,108 ​ ​ 5,503 Stock-based compensation expense ​ 4,413 ​ 5,848 ​ 19,704 ​ 22,808 Gain on extinguishment of debt, net ​ ​ — ​ ​ — ​ ​ (18,505) ​ ​ (5,679) Impairment loss ​ ​ — ​ ​ 49,569 ​ ​ 63,809 ​ ​ 49,569 Change in fair value of contingent consideration ​ ​ (518) ​ ​ (665) ​ ​ (1,847) ​ ​ (601) Other non-recurring costs ​ ​ — ​ ​ 187 ​ ​ — ​ ​ 437 Income taxes ​ ​ 29 ​ ​ (1,359) ​ 1,276 ​ ​ 239 Adjusted EBITDA ​ ​ (1,262) ​ ​ (6,648) ​ ​ (15,118) ​ ​ (8,304) ​ 45 Table of Contents Revenue at Constant Currency We believe that revenue growth is a key indicator of how our Company is progressing from period to period and we believe that the non-GAAP financial measure “revenue at constant currency” is useful to investors in analyzing the underlying trends in revenue.
Non-GAAP financial measures, including adjusted EBITDA and revenue at constant currency, should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP.
GAAP, are not based on any comprehensive set of accounting rules or principles and may be different from non-GAAP financial measures presented by other companies. Non-GAAP financial measures, including adjusted EBITDA and revenue at constant currency, should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP.
These proceeds were partially offset by the purchase of short-term investments of $42.7 million, facility expansions (including leasehold improvements, furniture and equipment) and additional purchases of Cryoport Express ® Shippers, Smart Pak II TM Condition Monitoring Systems, freezers and computer equipment for $38.8 million, the acquisitions of Bluebird Express, Tec4med and SCI JA8 for $7.3 million, and software development costs for our Cryoportal ® Logistics Management System of $5.2 million.
These proceeds were partially offset by the purchase of short-term investments of $50.7 million, and facility expansions (including leasehold improvements, furniture and equipment) and additional purchases of Cryoport Express ® Shippers, Smart Pak II TM Condition Monitoring Systems, freezers and computer equipment for $17.3 million.
In addition, engineering and development efforts are also focused on MVE Biological Solutions’ portfolio of advanced cryogenic stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities. We supplement our internal engineering and development resources with subject matter experts and consultants to enhance our capabilities and shorten development cycles. Goodwill Impairment.
In addition, engineering and development efforts are also focused on MVE Biological Solutions’ portfolio of advanced cryogenic stainless-steel freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities.
Interest expense decreased by $0.6 million, from $6.1 million to $5.5 million for the year ended December 31, 2023, as compared to the prior year due to interest on the convertible senior notes and amortization of the related debt discount. 48 Table of Contents Gain on extinguishment of debt.
Interest expense . Interest expense decreased by $1.4 million, from $5.5 million to $4.1 million for the year ended December 31, 2024, as compared to the prior year due to a decrease in interest on the convertible senior notes and amortization of the related debt discount as a result of the repurchase of the 2026 Convertible Senior Notes in 2024.
The Company considers control to have transferred upon delivery because the Company has a present right to 43 Table of Contents payment at that time since the Company has satisfied its performance obligations related to the successful delivery.
The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time since the Company has satisfied its performance obligations related to the successful delivery. In instances where the customer has elected to use their own freight, revenue is recognized upon delivery of the shipper to the customer.
The increase in other income (expense), net for the year ended December 31, 2023, as compared to the prior year is primarily due to an increase of $12.7 million in short-term investment net unrealized gains which was partially offset by a decrease in the gain on insurance claim of $2.2 million related to the New Prague fire as compared to prior year.
The decrease in other income (expense), net for the year ended December 31, 2024, as compared to the prior year is primarily due to an increase of $6.3 million in short-term investment net unrealized loss, a decrease of $2.7 million for currency revaluation, a decrease in the gain on insurance claim of $2.6 million in 2023 related to the New Prague fire that did not occur in the current year and a decrease of $0.5 million for foreign currency due to current period losses.
This increase is driven by the further build out of our competencies and infrastructure to support the continuing scaling of our business and demand for Cryoport’s systems and solutions and buildout of new competencies, such as IntegriCell TM platform, a standardized integrated apheresis cryopreservation and distribution solution for cell therapies for which Cryoport is currently building out two centers of excellence located in the Houston, Texas, U.S. and Liège, Belgium which are expected to be fully operational and ready for validation during the first quarter of 2024.
This increase is driven by the further build out of our competencies and infrastructure to support the continuing scaling of our business and demand for Cryoport’s systems and solutions and buildout of new competencies, such as IntegriCell TM platform, a standardized integrated apheresis cryopreservation and distribution solution for cell therapies.
Gross margin for our service revenues was 43.2% of service revenues, as compared to 43.8% of service revenues for the year ended December 31, 2022.
Gross margin for our life sciences services revenue was 44.5% of services revenue, as compared to 43.2% of services revenue for the year ended December 31, 2023.
Revenues decreased $4.0 million, or 1.7%, to $233.3 million for the year ended December 31, 2023, as compared to $237.3 million for the year ended December 31, 2022. Revenues by type Service revenues increased by $10.2 million, or 7.6%, from $133.9 million to $144.1 million for the year ended December 31, 2023, as compared to the same period in 2022.
Revenue by type Life Sciences Services revenue increased by $9.6 million, or 6.6%, from $144.1 million to $153.7 million for the year ended December 31, 2024, as compared to the same period in 2023.
In September 2023, the Company repurchased $31.3 million in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $25.0 million in cash resulting in a net gain of $5.7 million, which includes the write off of $0.6 million of unamortized debt issuance costs. Other income (expense), net .
During the year ended December 31, 2024, the Company repurchased $185.0 million in aggregate principal amount of the 2026 Convertible Senior Notes for a repurchase price of $163.1 million in cash, plus accrued and unpaid interest, resulting in a net gain of $18.5 million, which includes the write off of $2.7 million of unamortized debt issuance costs and $0.7 million of transaction costs.
The Company has performed a quantitative impairment assessment in the fourth quarter of 2023 and concluded that there has been no impairment of our intangible assets for the periods presented. Goodwill We test goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist.
Goodwill We test goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist.
Revenues by market Revenues from the biopharma/pharma market decreased by $1.3 million, or 0.7%, from $193.9 million to $192.6 million for the year ended December 31, 2023, as compared to the same period in 2022.
Engineering and development expenses . Engineering and development expenses decreased by $0.3 million, or 1.8%, for the year ended December 31, 2024, as compared to the same period in 2023.
We believe the estimated purchased customer relationships, agent networks, software, developed technologies, and trademarks/tradenames so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets. 44 Table of Contents Intangible Assets and Goodwill Intangible assets Intangible assets with a definite life are amortized over their useful lives using the straight-line method, which is the best estimate of the value we are receiving over the useful life of the intangible asset and another systematic method was not deemed more appropriate.
We believe the estimated purchased customer relationships, agent networks, software, developed technologies, and trademarks/tradenames so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets.
The decrease in tax expense and the increase in the effective tax rate for the year ended December 31, 2023, as compared to the prior year is due to higher taxable foreign earnings subject to tax at differing rates and an increase in our domestic losses which resulted in no additional tax benefit.
The increase in tax expense and the decrease in the effective tax rate for the year ended December 31, 2024, as compared to the prior year is due to changes in the valuation allowances on our foreign operations, a tax benefit from the reduction of the deferred tax liability on indefinite-lived intangible assets related to the impairment and an increase in our domestic losses which resulted in no additional tax benefit.
In addition, shop supplies, facility maintenance costs and depreciation expense for assets used in the manufacturing process were included in cost of product revenues. Selling, general and administrative expenses .
Our cost of products revenue was primarily comprised of materials, direct and indirect labor, inbound freight charges, purchasing and receiving, inspection, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs and depreciation expense for assets used in the manufacturing process were included in cost of products revenue. Selling, general and administrative expenses .
We continually strive to improve and expand the features of our Cryoport Express ® , Cryoport ELITE™ Solutions and portfolio of temperature-controlled services and products. Our primary developments are directed towards facilitating the safe, reliable and efficient transport and storage of life science commodities through innovative and technology-based solutions.
Our primary developments are directed towards facilitating the safe, reliable and efficient transport and storage of life science commodities through innovative and technology-based solutions. This includes significantly enhancing our Cryoportal ® Logistics Management Platform and related technology solutions as well as developments to expand our Cryoport Express ® and shipper fleets.
There were no shares repurchased during the year ended December 31, 2023. ​ In September 2023, the Company repurchased $31.3 million in aggregate principal amount of the 2026 Convertible Senior Notes for a repurchase price of $25.0 million in cash.
In July 2024, May 2024 and September 2023, the Company repurchased $15.0 million, $10.0 million and $31.3 million, respectively, in aggregate principal amount of the 2026 Convertible Senior Notes for a repurchase price of $12.9 million, $8.7 million and $25.0 million, respectively, in cash under the 2022 Repurchase Program.
Paid-in-kind dividend on Series C convertible preferred stock . The paid-in-kind dividend relates to the private placement of Series C Preferred Stock with Blackstone. Non-GAAP Financial Measures We provide adjusted EBITDA and revenue at constant currency, both non-GAAP financial measures, as supplemental measures to U.S. GAAP measures regarding our operating performance.
See Note 20 in the accompanying consolidated financial statements. 44 Table of Contents Non-GAAP Financial Measures We provide adjusted EBITDA and revenue at constant currency, both non-GAAP financial measures, as supplemental measures to U.S. GAAP measures regarding our operating performance. Non-GAAP financial measures are not calculated in accordance with U.S.
Integration and acquisition costs increased $4.8 million, primarily as a result of exploring a strategic business opportunity and acquisitions, stock compensation expense increased $2.4 million, depreciation and amortization increased $2.4 million, primarily due to additional fixed assets purchased or acquired in our recent business acquisitions and the launch of Cryoportal ® 2 Logistics Management Platform in May 2023 and facility and other overhead allocations increased $2.1 million, primarily driven by our facility expansions in Houston, Texas and Morris Plains, New Jersey.
Depreciation and amortization increased $2.2 million, primarily due to additional fixed assets purchased or acquired in our recent business acquisitions and the launch of Cryoportal ® 2 Logistics Management Platform in May 2023, an increase of $1.8 million as a result of cost alignment and reprioritization initiatives and an increase of $0.5 million in public company related expenses (including legal, audit and internal control audit fees).
GAAP. ​ 50 Table of Contents Cryoport, Inc. and Subsidiaries Revenues by Market at Constant Currency (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ Biopharma/ ​ Animal ​ Reproductive ​ ​ ​ ​ Pharma Health Medicine Total ​ As Reported ​ $ 192,583 ​ $ 30,379 ​ $ 10,293 ​ $ 233,255 ​ Non-GAAP Constant Currency ​ 192,781 ​ 30,654 ​ 10,288 ​ 233,723 ​ FX Impact [$] ​ $ (198) ​ $ (275) ​ $ 5 ​ $ (468) ​ FX Impact [%] ​ (0.1) % (0.9) % 0.0 % (0.2) % ​ Liquidity and Capital Resources As of December 31, 2023, the Company had cash and cash equivalents of $46.3 million, short-term investments of $410.4 million and working capital of $489.5 million.
Cryoport, Inc. and Subsidiaries Revenues by Market at Constant Currency (Unaudited, in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ ​ ​ ​ Life Sciences ​ Life Sciences ​ ​ ​ ​ Services Products Total ​ As Reported ​ $ 153,660 ​ $ 74,725 ​ $ 228,385 ​ Non-GAAP Constant Currency ​ 153,879 ​ 74,807 ​ 228,685 ​ FX Impact [$] ​ $ (219) ​ $ (82) ​ $ (300) ​ FX Impact [%] ​ (0.1) % (0.1) % (0.1) % ​ Liquidity and Capital Resources As of December 31, 2024, the Company had cash and cash equivalents of $45.3 million, short-term investments of $216.5 million and working capital of $277.0 million.
Financing Activity Net cash used in financing activities totaled $23.8 million during the year ended December 31, 2023, was primarily as a result of $25.0 million paid for the repurchase 2026 Senior Notes, partially offset by proceeds of $1.5 million from the exercise of stock options.
Financing Activity Net cash used in financing activities totaled $161.5 million during the year ended December 31, 2024, primarily as a result of $163.8 million paid for the repurchase 2026 Convertible Senior Notes, partially offset by proceeds of $2.8 million from the exercise of stock options. 47 Table of Contents Repurchase Program In March 2022, Company’s Board of Directors authorized a repurchase program through December 31, 2025, authorizing the repurchase of common stock and/or convertible senior notes in the amount of up to $100.0 million from time to time, on the open market or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s management at its discretion (the “2022 Repurchase Program”).
Cash flows Summary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2023 2022 $ Change ​ ​ (in thousands) ​ ​ ​ Operating activities ​ $ (757) ​ $ (1,851) ​ $ 1,094 Investing activities ​ 36,045 ​ (59,681) ​ 95,726 Financing activities ​ (23,798) ​ (39,174) ​ 15,376 Effect of exchange rate changes on cash and cash equivalents ​ (1,739) ​ (1,800) ​ 61 Net increase (decrease) in cash and cash equivalents ​ $ 9,751 ​ $ (102,506) ​ $ 112,257 ​ Operating activities For the year ended December 31, 2023, our operating activities used $0.8 million of cash, reflecting the net loss of $99.6 million offset by non-cash expenses of $100.0 million primarily comprised of $49.6 million of goodwill impairment, $27.5 million of depreciation and amortization, $22.8 million of stock-based compensation, $5.1 million of non-cash operating lease expense, which was partially offset by a gain on the extinguishment of debt of $5.7 million and the gain on the insurance settlement of $2.6 million related to the fire at our New Prague, Minnesota manufacturing plant in January 2022.
The Company’s management believes that, based on its current plans and assumptions, the current cash and cash equivalents on hand, short-term investments, together with projected cash flows, will satisfy our operational and capital requirements for at least the next twelve months. ​ 46 Table of Contents Cash flows Summary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2024 2023 $ Change ​ ​ (in thousands) ​ ​ ​ Operating activities ​ $ (16,323) ​ $ (757) ​ $ (15,566) Investing activities ​ 176,815 ​ 36,045 ​ 140,770 Financing activities ​ (161,531) ​ (23,798) ​ (137,733) Effect of exchange rate changes on cash and cash equivalents ​ (18) ​ (1,739) ​ 1,721 Net increase (decrease) in cash and cash equivalents ​ $ (1,057) ​ $ 9,751 ​ $ (10,808) ​ Operating activities For the year ended December 31, 2024, our operating acitivities used $16.3 million of cash, reflecting the net loss of $114.8 million offset by non-cash expenses of $107.0 million primarily comprised of $63.8 million of impairment loss, $30.8 million of depreciation and amortization, $19.7 million of stock-based compensation, $5.8 million of non-cash operating lease expense, which was partially offset by a gain on the extinguishment of debt of $18.5 million.
Revenues in the reproductive medicine market increased by $0.4 million, or 3.6%, from $9.9 million to $10.3 million for the year ended December 31, 2023, as compared to the same period in 2022.
Revenue decreased by $4.9 million, or 2.1%, to $228.4 million for the year ended December 31, 2024, as compared to $233.3 million for the year ended December 31, 2023.
This was primarily a result of decreased demand for cryogenic freezer systems that commenced during the second quarter of 2023, particularly in China. This decrease was partially offset by the recovery from the fire at our manufacturing facility in New Prague, Minnesota that negatively impacted the first quarter of 2022 by $9.4 million.
This was primarily a result of decreased demand for cryogenic systems that commenced during the second quarter of 2023.
As of December 31, 2023, approximately $14.3 million aggregate principal amount of the 2025 Convertible Senior Notes remain outstanding and approximately $371.2 million aggregate principal amount of the 2026 Convertible Senior Notes remain outstanding.
There were no shares repurchased during the years ended December 31, 2024 and 2023. As of December 31, 2024, the Company has approximately $200.5 million aggregate principal amount of the 2025 Senior Notes and 2026 Senior Notes outstanding and has approximately $73.9 million of repurchase authorization available under the Repurchase Programs.
Gross margin for our product revenues was 41.6% of product revenues, as compared to 43.7% of product revenues for the year ended December 31, 2022.
Gross margin for our life sciences products revenue remained flat at 41.7% of products revenue, as compared to 41.6% of products revenue for the year ended December 31, 2023. Life Sciences Products revenue, related cost of revenue and resulting gross margins were primarily driven by our MVE Biological Solutions business.
Our revenues from the animal health market decreased by $3.1 million, or 9.2%, from $33.5 million to $30.4 million for the year ended December 31, 2023, as compared to the same period in 2022. This decrease was result of lower than expected demand for cryogenic systems from breeders.
These increases were partially offset by a decrease in other segment items of $2.7 million and a decrease in engineering and development expenses of $1.0 million. ​ Life Sciences Products ​ Life Sciences Products revenue decreased from $89.0 million to $72.0 million for the year ended December 31, 2024, as compared to the same period in 2023 as a result of decreased demand for cryogenic systems.
Removed
MVE Biological Solutions Fire On January 25, 2022, a fire occurred at the MVE Biological Solutions manufacturing facility located in New Prague, Minnesota (“New Prague fire”). The New Prague facility manufactures aluminum dewars and is one of MVE Biological Solutions’ three global manufacturing facilities. There were no injuries reported and damage was limited to a portion of the facility.
Added
Intangible Assets and Goodwill Intangible assets Intangible assets with a definite life are amortized over their useful lives using the straight-line method, which is the best estimate of the value we are receiving over the useful life of the intangible asset and another systematic method was not deemed more appropriate.
Removed
As a consequence of the fire damage, the New Prague manufacturing operations were curtailed on an interim basis until the necessary repairs were completed. Production was resumed at the facility during the week of February 14, 2022 and ramped up production toward the end of the first quarter of 2022.
Added
The Company has performed an interim impairment assessment as of June 30, 2024, and concluded that there has been no impairment of our intangible assets for the periods presented.
Removed
The Company estimated a revenue impact of approximately $9.4 million, primarily limited to the first quarter of 2022. 42 Table of Contents The New Prague fire resulted in a loss of inventory, fixed assets, and other contents at the site. We have adequate property damage and business interruption insurance under which we filed a claim with the insurance carrier.
Added
Indefinite-lived intangible assets are comprised of trade name/trademarks acquired in the Company’s recent acquisitions, and are tested for impairment annually using a relief from royalty method that relies on estimates of future revenues, royalty rates, and discount rates. If the asset is not found to be recoverable, it is written down to the estimated fair value.
Removed
As of December 31, 2023, the Company received a total of $15.1 million in insurance proceeds, of which the final payment of $2.2 million was received in the first quarter of 2023.
Added
As a result of an interim impairment assessment performed as of June 30, 2024, we recorded a $9.0 million impairment charge related to trademarks for our MVE reporting unit, and a $0.3 million impairment charge related to the write-off of Cell&Co’s trade name that is no longer in use as a result of the Company’s global rebranding initiative (see Note 10).
Removed
For the years ended December 31, 2023 and 2022, the Company recognized a gain of $2.6 million and $4.8 million, respectively, related to business interruption insurance under which we filed a claim with the insurance carrier. Proceeds from insurance settlements, except for those directly related to investing activities, were recognized as cash inflows from operating activities.
Added
As a result of an interim impairment assessment performed as of June 30, 2024, we concluded that there has been no impairment of the goodwill associated with the CRYOPDP reporting unit as its carrying value did not exceed its estimated fair value.
Removed
The losses related to such an event are recognized as incurred. Insurance proceeds are recorded to the extent of the losses and then, only if recovery is realized or probable. Any gains in excess of losses are recognized only when the contingencies regarding the recovery are resolved, and the amount is fixed or determinable.
Added
In October 2024, we announced the launch of our new state-of-the-art IntegriCell TM facility within our Houston campus. This offering addresses another critical aspect in optimizing the supply chain for the development and commercialization of cell-based therapies. Wages and associated employee costs increased $8.5 million from $67.4 million in 2023 to $75.8 million in 2024.
Removed
In instances where the customer has elected to use their own freight, revenue is recognized upon delivery of the shipper to the customer.
Added
These increases were partially offset by a decrease of $6.0 million in integration and acquisition costs primarily as a result of actively exploring a strategic business opportunity in 2023 that did not occur in 2024, a decrease of $2.7 million in stock compensation expense, and a decrease of $2.2 million related to the change in contingent consideration.
Removed
Revenue was impacted by decreased demand for cryogenic systems, particularly in China, where product revenues through direct and indirect channels decreased by $7.2 million, or 51%, clinical trial start delays; and slower than expected ramps of products from certain clients. This was partially offset by the support of commercially launched therapies and an increase in our BioStorage/BioServices revenue.
Added
The decrease was primarily due to a decrease of $0.5 million in dues and subscription, a decrease of $0.5 million in development costs, consulting and prototype expenses and a decrease of $0.3 million in stock compensation expense.
Removed
As of December 31, 2023, we support 675 global clinical trials, of which 519 trials are in the Americas, 112 are in EMEA and 44 are in APAC, compared to 654 clinical trials supported as of December 31, 2022 (502 trials are in the Americas, 110 in EMEA and 42 are in APAC).
Added
These decreases were partially offset by an increase of $1.1 million in wages and associated employee costs to add software development and engineering resources. We continually strive to improve and expand the features of our Cryoport Express ® , Cryoport ELITE™ Solutions and portfolio of temperature-controlled services and products, such as the recently introduced Cryoport Express® Cryogenic HV3 Shipping System.
Removed
As of December 31, 2023, we supported 82 Phase 3 clinical trials, of which 58 are in the Americas, 22 are in EMEA, and 2 are in APAC. This compares to 79 Phase 3 clinical trials (55 in the Americas, 22 in EMEA and 2 in APAC) supported as of December 31, 2022.
Added
We supplement our internal engineering and development resources with subject matter experts and consultants to enhance our capabilities and shorten development cycles. 43 Table of Contents Impairment loss.
Removed
The activity in the clinical trial space, particularly in the Cell and Gene Therapy market is expected to drive future revenue growth as these clinical trials advance and the resulting therapies are commercialized on a global basis.
Added
As a result of the interim impairment assessment performed as of June 30, 2024, the Company recorded an impairment loss of $63.8 million, primarily related to full impairment charge of goodwill related to the MVE Biological Solutions reporting unit. Investment Income. Investment income decreased by $0.7 million, for the year ended December 31, 2024, as compared to the prior year.
Removed
This increase was driven by demand for our cryogenic logistics solution and partially offset by a decrease in product revenue as a result of lower demand for cryogenic systems. 47 Table of Contents Gross margin and cost of revenues.
Added
Paid-in-kind dividend on Series C convertible preferred stock . The paid-in-kind dividend relates to the private placement of Series C Preferred Stock with Blackstone. Business segment results ​ Life Sciences Services ​ Life Sciences Services revenue increased from $149.9 million to $163.7 million for the year ended December 31, 2024, as compared to the same period in 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed5 unchanged
Biggest changeBased on the foreign-dominated cash balance as of December 31, 2023, of $28.6 million, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of $1.4 million, $2.9 million and $5.7 million, respectively, reported as accumulated other comprehensive income (loss) and included as a separate component of stockholders’ equity.
Biggest changeBased on the foreign-dominated cash balance as of December 31, 2024, of $30.6 million, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of $1.5 million, $3.1 million, and $6.1 million, respectively, recorded to “Accumulated other comprehensive income (loss)”, a separate component of stockholders’ equity.
Net sales and related expenses generated from our international business are primarily denominated in the functional currencies of the corresponding subsidiaries and primarily include Euros, British Pounds, Chinese Yuan, and Indian Rupee. The results of operations of, and certain of our intercompany balances associated with, our internationally focused business are exposed to foreign exchange rate fluctuations.
Net sales and related expenses generated from our international business are primarily denominated in the functional currencies of the corresponding subsidiaries and primarily include Euros, British Pounds, Chinese Yuan, and Indian Rupee. The results of operations of, and certain of our intercompany balances associated with, our internationally focused business are exposed to foreign exchange rate 48 Table of Contents fluctuations.
For example, for the year ended December 31, 2023, revenues from our international business, which accounted for 38.0% of our consolidated revenues, decreased by $0.7 million in comparison with the same period in the prior year as a result of fluctuations in foreign exchange rates.
For example, for the year ended December 31, 2024, revenues from our international business, which accounted for 38.2% of our consolidated revenues, decreased by $0.3 million in comparison with the same period in the prior year as a result of fluctuations in foreign exchange rates.
Fixed income securities may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses if forced to sell securities that have declined in market value due to changes in interest rates. As of December 31, 2023, the estimated fair value of the Convertible Senior Notes was $319.8 million.
Fixed income securities may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses if forced to sell securities that have declined in market value due to changes in interest rates. As of December 31, 2024, the estimated fair value of the Convertible Senior Notes was $178.7 million.
We have foreign exchange risk related to our long and short-term foreign-denominated intercompany loan balances. Based on the long-term intercompany loan balances as of December 31, 2023, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $4.3 million, $8.6 million, and $17.1 million, respectively, recorded to “Accumulated other comprehensive income (loss)”.
We have foreign exchange risk related to our long and short-term foreign-denominated intercompany loan balances. Based on the long-term intercompany loan balances as of December 31, 2024, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $4.6 million, $9.1 million, and $18.2 million, respectively, recorded to “Accumulated other comprehensive income (loss)”.
For additional information about the Convertible Senior Notes, see Note 10 in our accompanying consolidated financial statements. 53 Table of Contents Foreign Exchange Risk We operate in the United States and other foreign countries, which creates exposure to foreign currency exchange fluctuations.
For additional information about the Convertible Senior Notes, see Note 12 in our accompanying consolidated financial statements. Foreign Exchange Risk We operate in the United States and other foreign countries, which creates exposure to foreign currency exchange fluctuations.
Based on the short-term intercompany loan balances as of December 31, 2023, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $2.7 million, $5.3 million, and $10.7 million, respectively, reported as “Other income (expense), net”. ​
Based on the short-term intercompany loan balances as of December 31, 2024, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $1.0 million, $1.9 million, and $3.8 million, respectively, reported as “Other income (expense), net”. ​

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