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What changed in Cryoport, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cryoport, Inc.'s 2024 and 2025 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 2025 report.

+299 added−378 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-07)

Top changes in Cryoport, Inc.'s 2025 10-K

299 paragraphs added · 378 removed · 167 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeHowever, 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.
Biggest changeHowever, we do have competition in various segments of our business from companies that offer services and/or products that could be considered competitive to certain components or elements of our platform of temperature-controlled supply chain solutions for the Life Sciences.
Shelton’s extensive leadership, management, strategic planning and financial expertise through his various leadership and directorship roles in public, private and global companies, makes him well-qualified to serve as a member of the board of directors. Robert S. Stefanovich . Mr. Stefanovich became Chief Financial Officer and Treasurer for the Company in June 2011.
Shelton’s extensive leadership, management, strategic planning and financial expertise through his various leadership and directorship roles in public, private and global companies, makes him well-qualified to serve as a member of the board of directors. Robert S. Stefanovich . Mr. Stefanovich, age 61, became Chief Financial Officer and Treasurer for the Company in June 2011.
Sawicki became President and Chief Executive Officer of Cryoport Systems, LLC, a wholly-owned subsidiary of the Company, and the Senior Vice President and Chief Scientific Officer of the Company in September 2020 and served as the Chief Commercial Officer of Cryoport Systems from January 2015 to August 2020. Dr.
Sawicki, age 53, became President and Chief Executive Officer of Cryoport Systems, LLC, a wholly-owned subsidiary of the Company, and the Senior Vice President and Chief Scientific Officer of the Company in September 2020 and served as the Chief Commercial Officer of Cryoport Systems from January 2015 to August 2020. Dr.
Mr. Stefanovich also served as a member of the Software Advisory Group and an Audit Manager with Price Waterhouse LLP’s (now PricewaterhouseCoopers) hi-tech practice in San Jose, California and Frankfurt, Germany. He received his Master of Business Administration and Engineering from University of Darmstadt, Germany. Mark Sawicki, Ph.D. Dr.
Mr. Stefanovich also served as a member of the Software Advisory Group and an Audit Manager with Price Waterhouse LLP’s (now 13 Table of Contents PricewaterhouseCoopers) hi-tech practice in San Jose, California and Frankfurt, Germany. He received his Master of Business Administration and Engineering from University of Darmstadt, Germany. Mark Sawicki, Ph.D. Dr.
These initiatives are designed to fuel business development, program management, and consulting activities, while also enhancing awareness of our advanced temperature-controlled supply chain solutions. 8 Table of Contents Competition We believe Cryoport is unique in its product and services offerings.
These initiatives are designed to fuel business development, program management, and consulting activities, while also enhancing awareness of our advanced temperature-controlled supply chain solutions. Competition We believe Cryoport is unique in its services and product offerings.
These agreements may be unavailable on terms acceptable to such third parties, or at all, which could seriously harm our business or financial condition. With respect to our trademarks, we file and pursue trademark registrations on words, symbols, logos, and other source identifiers that clients use to associate our products and services with us.
These agreements may be unavailable on terms acceptable to such third parties, or at all, which could seriously harm our business or financial condition. 11 Table of Contents With respect to our trademarks, we file and pursue trademark registrations on words, symbols, logos, and other source identifiers that clients use to associate our products and services with us.
We electronically file with the SEC our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K and amendments to the reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
We electronically file with the SEC our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K and amendments to the reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, proxy statements and the reports filed pursuant to Section 16(a) of the Exchange Act..
He served on the Board of Directors and standing committees of Solera Holdings, Inc. from April 2007 through November 2011. From June 2004 to May 2006, Mr. Shelton was the Chairman and CEO of Wellness, Inc., a provider of advanced, integrated hospital and clinical environments.
He was appointed Chairman of the Board in October 2015. He served on the Board of Directors and standing committees of Solera Holdings, Inc. from April 2007 through November 2011. From June 2004 to May 2006, Mr. Shelton was the Chairman and CEO of Wellness, Inc., a provider of advanced, integrated hospital and clinical environments.
We make available free of charge on or through our website copies of these reports as soon as reasonably practicable after we electronically file these reports with, or furnish them to, the SEC.
We make available free of charge on or through our website copies of these reports and proxy statements as soon as reasonably practicable after we electronically file these reports and proxy statements with, or furnish them to, the SEC.
Information about our Executive Officers The following are our executive officers as of the filing date of this Form 10-K: Jerrell W. Shelton. Mr. Shelton became a member of our board of directors in October 2012 and was appointed President and Chief Executive Officer of the Company in November 2012. He was appointed Chairman of the Board in October 2015.
Information about our Executive Officers The following are our executive officers as of the filing date of this Form 10-K: Jerrell W. Shelton. Mr. Shelton, age 80, became a member of our board of directors in October 2012 and was appointed President and Chief Executive Officer of the Company in November 2012.
For some components, there are relatively few alternate sources of supply and the establishment of additional or replacement suppliers may or may not be accomplished immediately. When this occurs, we endeavor to mitigate risk by locating an alternative qualified supplier and, as appropriate, increasing our inventory level.
We also use “off-the-shelf” products, which we may modify to meet our requirements. For some components, there are relatively few alternate sources of supply and the establishment of additional or replacement suppliers may or may not be accomplished immediately. When this occurs, we endeavor to mitigate risk by locating an alternative qualified supplier and, as appropriate, increasing our inventory level.
We rely on a combination of patents, copyrights, trademarks, trade secret laws and confidentiality agreements to protect our intellectual property rights. To remain competitive, we develop and maintain protection on the proprietary aspects of our platform of technologies. We rely on a combination of patents, copyrights, trademarks, trade secret laws and confidentiality agreements to protect our intellectual property rights.
Patents, Copyrights, Trademarks, and Proprietary Rights To remain competitive, we develop and maintain protection on the proprietary aspects of our platform of technologies. 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.
Item 1. Business Overview We are global leader in integrated temperature-controlled supply chain solutions for the life sciences industry, with a strong focus on supporting the Cell and Gene Therapy market (CGT).
Item 1. Business Overview We are a leading global provider of integrated, temperature-controlled supply chain solutions for the life sciences, with a strong focus on supporting the rapidly growing cell and gene therapy (“CGT”) market.
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.
Our present and planned future versions of the Cryoport SmartPak™ Condition Monitoring Systems are 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 21973:2020 guidelines.
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.
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.
MVE is compliant with current Good Manufacturing Practices (“GMP”) regulations which are enforced by the FDA through registration and audit of compliance with 21 CFR Part 820 and GMP. This FDA registration and product listing is in addition to MVE’s existing ISO 13485 certification. Additionally, registrations for import are in place for various countries with these requirements.
MVE is compliant with current GMP regulations which are enforced by the FDA through registration and audit of compliance with 21 CFR Part 820 and GMP. This FDA registration and product listing is in addition to MVE’s existing ISO 13485:2016 certification.
We believe that we have assembled a strong management and leadership team with the experience and expertise needed to execute our business strategy. As of December 31, 2024, we had 1,186 employees: 1,090 full-time, 15 part-time, and 81 temporary, of which 489 are located in the Americas, 333 in EMEA and 364 in APAC.
We believe that we have assembled a strong management and leadership team with the experience and expertise needed to execute our business strategy. As of December 31, 2025, we had 738 employees: 684 full-time, 8 part-time, and 46 temporary, of which 448 are located in the Americas, 148 in EMEA and 142 in APAC.
Government Regulation Globally, Cryoport is subject to regulations in numerous country jurisdictions and international regulations relating to manufacturing, shipments, customs, import, export, safe working conditions, environmental protection, and disposal of hazardous or potentially hazardous substances.
Therefore, the measures we are taking to protect our proprietary technology may not be adequate. Government Regulation Globally, Cryoport is subject to regulations in numerous country jurisdictions and international regulations relating to manufacturing, shipments, customs, import, export, safe working conditions, environmental protection, and disposal of hazardous or potentially hazardous substances.
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.
As of December 31, 2025, we owned approximately 74 issued patents and have more than 110 pending patent applications throughout the world. Our patents generally protect certain aspects of our products and related technology.
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.
Additionally, registrations for import are in place for various countries with these requirements. 12 Table of Contents 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 FDA, the European Medicines Association (EMA) and other international regulatory bodies.
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.
During the year ended December 31, 2025, one customer in our Life Sciences Services reportable segment accounted for 10.2% of our total revenue. During the years ended December 31, 2024 and 2023, no single customer accounted for over 10% of our total revenue.
Raw Materials - Various raw materials are used in the manufacture of our products and in the development of our technologies. Most raw materials are generally available from several alternate distributors and/or manufacturers.
Raw Materials - Various raw materials are used in the manufacture of our products and in the development of our technologies. Most raw materials are generally available from several alternate distributors and/or manufacturers. 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.
Our marketing teams create and execute targeted digital campaigns that align with our commercial strategy, showcasing our innovative portfolio of solutions and capabilities.
Our global sales and marketing efforts are centered on addressing each customer’s unique challenges and anticipating their future needs through our specialized temperature-controlled supply chain solutions. Our marketing teams create and execute targeted digital campaigns that align with our commercial strategy, showcasing our innovative portfolio of solutions and capabilities.
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.
Zecchini has over thirty years of experience in the healthcare and information technology industries. Mr. Zecchini holds a Bachelor of Arts degree from the State University of New York at Oswego. 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.
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.
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. 9 Table of Contents Our major customer types include biotechnology and pharmaceutical companies, contract research organizations, contract development and manufacturing companies, central laboratories, fertility clinics, animal health companies, universities and research facilities.
Manufacturing and Raw Materials Manufacturing - We source components for our products from multiple suppliers, including those that manufacture to our engineering specifications, using, in part, proprietary technology and know-how to mitigate supply chain risks. We also use “off-the-shelf” products, which we may modify to meet our requirements.
Collectively, these engineering and development initiatives are intended to strengthen the reliability, traceability, and efficiency of our solutions as we support the expanding global CGT Market and other parts of the Life Sciences. 10 Table of Contents Manufacturing and Raw Materials Manufacturing - We source components for our products from multiple suppliers, including those that manufacture to our engineering specifications, using, in part, proprietary technology and knowledge to mitigate supply chain risks.
For additional information, see “Part I, Item 1A — Risk Factors—Risks Related to Regulatory and Legal Matters” in this Form 10-K. ​ Environmental, Social and Governance (“ESG”) Program Since 2022, our key ESG focus has been on measuring our Greenhouse Gas (GHG) Emissions. GHG emissions represent a clear global significance for companies, consumers, and other stakeholders.
For additional information, see “Part I, Item 1A — Risk Factors—Risks Related to Regulatory and Legal Matters” in this Form 10-K. Employees We refer to our employees as our “team.” They are critical to our success, and we are in constant communication and training.
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Our broad array of products and services are designed to mitigate risks and ensure the safe and reliable storage and delivery of critical therapies and other high value biologic materials. We support the entire continuum from biomaterial collection to final delivery, ‘Enabling the Future of Medicine TM .
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Our solutions are purpose-built to support a broad range of global life sciences markets, including biopharmaceutical and pharmaceutical companies, the animal health markets, reproductive medicine, academic institutions, research, and government agencies. Our solutions help our customers ensure the safe, compliant storage, handling, and delivery of high value, temperature sensitive biological materials, including cell and gene therapies and immunotherapies.
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Our integrated supply chain platform leverages advanced temperature-controlled packaging, systems, and informatics to deliver essential solutions for companies in the CGT ecosystem, including: ● BioLogistics services ● BioStorage/BioServices ● Cryopreservation services ● Cryogenic systems ​ We have a market leading role in supporting the CGT market and other markets in the life sciences industry that require comprehensive, technology-centric supply chain solutions for high-value products and materials. • As of December 31, 2024, we supported 701 clinical trials and 19 commercial cell and gene therapies. • Our integrated solutions help ensure the integrity of cellular material throughout the supply chain from the time biological materials are extracted from the patient for the cell and gene manufacturing process to the delivery of the therapies to the point of care. • These solutions include BioLogistics, BioServices, and Cryopreservation services, all of which are critical for the development and delivery of these lifesaving therapies. • Our newly introduced Cryopreservation services (IntegriCell ® ) provide enhanced cryopreservation and characterization services to maintain the quality of cellular therapy starting materials. • Our informatics, led by the Cryoportal ® Logistics Management Platform, provides visibility of real-time monitoring and tracking and Chain-of-Compliance ® .
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We place particular emphasis on the CGT market, our fastest growing market, by delivering highly specialized, end-to-end supply chain solutions that support cell and gene therapy programs from preclinical research, through clinical trials, and ultimately to the global commercialization of approved therapies. As of December 31, 2025, Cryoport supported 760 clinical trials, and 20 commercially approved cell and gene therapies.
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It also provides the process control and information that ensures quality and regulatory compliance.
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Our integrated temperature-controlled supply chain solutions combine advanced logistics, biostorage, kitting and labelling, clinical sample management, collection and cryopreservation services for cell therapies starting materials, cryogenic systems manufacturing, and an industry-leading informatics platform that integrates all our solutions.
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The Cryoportal ® Logistics Management Platform has integration capabilities with clients, partners and vendors through Application Program Interfaces (API). • MVE Biological Solutions, the global leader for cryogenic systems used in the life sciences for storage and transportation, is known for its reliability, safety, high-quality manufacturing, and innovation.
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Our capabilities for supporting cell and gene therapies enables our end-to-end Chain of Compliance ® which includes chain-of-custody, chain-of-condition and chain-of-identity for some of the most complex therapies in development, clinical trials, and commercialization today.
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This inhouse manufacturing capability protects Cryoport Systems by ensuring the reliable supply of essential purpose-built cryogenic equipment and technology that enables us to quickly scale our services capabilities as the CGT market grows and expands worldwide. ​ We have a global presence through our directly operated global supply chain centers, logistics centers and depots, biostorage/bioservices, and cryoprocessing centers.
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Our solutions are designed to maintain the viability, identity, and quality of these patient-specific and high-value therapies playing a critical role in enabling timely treatment, reducing the risk of therapy failure, and supporting positive patient outcomes.
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We have partner networks in the Americas, EMEA (Europe, the Middle East, and Africa) and APAC (Asia-Pacific) regions. In addition, our MVE Biological Solutions business unit operates three cryogenic systems manufacturing centers in the U.S.
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The Company delivers its integrated life sciences services and products through three operating units: Cryoport Systems provides advanced temperature-controlled BioLogistics, BioServices, and cryopreservation solutions, supporting clinical and commercial workflows through specialized transport, cGMP storage, kit production, labeling, packaging, and commercial therapy fulfillment. CryoGene delivers long-term temperature-controlled BioStorage and related value-added services for preclinical and early-stage clinical programs for biopharmaceutical products.
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(2) and China (1). ​ The Markets We Serve We are an integrated temperature-controlled supply chain solutions and have developed industry-leading products and services that seamlessly integrate into a comprehensive supply chain platform supporting the life sciences market, including the biopharma/pharma, animal health, and reproductive medicine markets.
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MVE Biological Solutions (MVE) designs and manufactures industry-leading cryogenic systems, including freezers, dewars, and transport systems used globally for the storage and movement of biological materials for the life sciences. Together, these businesses form an end-to-end, digitally integrated supply chain solution that supports the safe, regulatory compliant, handling of critical biological materials from pre-clinical through commercially approved products.
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With a historical focus on biopharmaceuticals, high-value temperature-controlled products and commodities, animal health vaccines, and reproductive medicine materials, we have developed best practices and industry standards for these critical areas within the life sciences supply chain. 4 Table of Contents In the biopharmaceutical space, we have concentrated on emerging fields, particularly cell and gene therapies.
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During the second quarter of fiscal year 2025, we completed the divestiture of our specialty courier CRYOPDP business to designated affiliates of DHL Supply Chain International Holding B.V. (“DHL”) for $133.0 million. The transaction also included the repayment of approximately $77.2 million of outstanding intercompany loans owed by CRYOPDP to us.
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These 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.
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We also entered into certain related agreements in connection with the transaction, including a master partnership agreement.
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The Cryoport Express ® Shippers are precision-engineered assemblies that are reliable, cost-effective, and reusable or recyclable. Our liquid nitrogen dry vapor Cryoport Express ® Shippers utilize an innovative application of ‘dry vapor’ liquid nitrogen technology and, most often, include a SmartPak™ Condition Monitoring System.
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The divestiture and strategic partnership with DHL are expected to enhance our ability to develop our business, particularly in the Europe, the Middle East, and Africa (EMEA) and Asia-Pacific (APAC) regions, and to provide differentiated and high-value services aligned with our long-term growth strategy.
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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.
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The CRYOPDP business is classified as discontinued operations and, unless otherwise noted, the description of our business in this Form 10-K relates solely to our continuing operations.
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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.
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See Note 5 – Discontinued Operations to our consolidated financial statements included under Part II, Item 8 “Financial Statements and Supplementary Data” for additional information about the divestiture of the CRYOPDP business. 4 Table of Contents Our Reportable Segments We report our financial performance in two segments that include five core areas: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of 2025 ​ ​ Reportable Segment ​ Core Solutions ​ ​ Total Revenue ​ ​ Life Sciences Services ​ BioLogistics Solutions ​ ​ 54.8% ​ ​ ​ ​ BioStorage Solutions ​ ​ ​ ​ ​ ​ ​ BioServices Solutions ​ ​ ​ ​ ​ ​ ​ Cryopreservation Services ​ ​ ​ ​ ​ Life Sciences Products ​ Cryogenic Systems Manufacturing ​ ​ 45.2% ​ See Note 19 – Segment Reporting to our consolidated financial statements included under Part II, Item 8 “Financial Statements and Supplementary Data” for additional information about our segments.
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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.
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Life Sciences Services Our strategy for the Life Sciences Services segment is developed around three pillars that serve as the foundation for the Company’s fully integrated temperature-controlled supply chain solutions: our Cryoportal ® digital logistics management platform, our Chain of Compliance ® and quality principles, and our Global Supply Chain Center Network. The Cryoportal Digital Logistics Management Platform .
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Cryoport Express ® Cryogenic HV3 Shipping System (HV3) – During the first quarter of 2025, we introduced the HV3 which provides optimized hold times for interior payloads, improved storage efficiency, and full compliance with airline requirements including narrow bodied aircraft.
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This platform serves as the digital ‘nerve center’ for the Company’s fully integrated temperature-controlled supply chain solutions. From the collection of patient- or donor-derived starting material through biostorage, transport, distribution, and final delivery, Cryoport’s solutions work together to reduce risks and complexity, improve visibility, and enhance reliability for clients operating in highly regulated environments.
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Tailored to meet the specific needs of advanced therapies, the HV3 ensures enhanced payload security, superior temperature control, payload integrity and extended temperature stability at cryogenic temperatures. Its innovative enclosure design and configuration eliminates the need for palletization on narrow-bodied aircraft, ensuring compliance with regional carriers and reducing flight rejections and delays.
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The Cryoportal combines advanced temperature-controlled logistics and informatics by integrating with clients, partners, and vendor systems through application programming interfaces (APIs), enabling seamless data exchange and consistent execution across global temperature-controlled supply chains. ​ As the scope and importance of digital capabilities expanded, Cryoport established its Enterprise Technology Group (ETG) in 2024 to unify its digital platforms, monitoring, intelligent packaging, Internet of Things (IoT)-enabled monitoring, automation, and data analytics into a single, cohesive digital framework and ecosystem.
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This enhancement also opens additional shipping lanes, making it easier for life-saving therapies to reach more remote destinations. Designed with the end-user in mind, the HV3 features robust wheels and an integrated, front-facing handle to ensure easy mobility at any stage of transit.
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This evolution aligns with Cryoport’s technology-led growth initiatives, including global infrastructure expansion and the introduction of new advanced solutions and platforms such as IntegriCell ® , CryoVerse, Bioservices and our Global Supply Chain Network.
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Smartpak II ® Condition Monitoring System and Tec4Med – Cryoport’s Smartpak II ® Condition Monitoring System (“Smartpak II ® ”) delivers comprehensive visibility into the location and conditions of valuable materials throughout the entire shipment process. The system also provides critical data to validate that sample integrity is maintained during transit.
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Cryoport continues to expand the foundations for its fully integrated solutions through ongoing enhancements to the Cryoportal, broader deployment of its Smartpak ® Condition Monitoring System and Tec4med IoT-based monitoring solutions, and deeper integration of quality systems such as Chain of Compliance.
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The Smartpak II ® monitors key parameters, including location, temperature, shock, orientation, and pressure, with immediate alerts enabling swift intervention when necessary. Seamlessly integrating with our Cryoportal ® Logistics Management Platform, the Smartpak II ® provides visibility of near real-time reporting, combining condition monitoring, logistics management, and shipper qualification performance into a single data stream for enhanced oversight and reliability.
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We plan to further support these capabilities through the development and application of artificial intelligence (“AI”) and advanced analytics to aggregated platform data, enabling the Company to manage and anticipate network risks, improve operational performance, and support predictive, data-driven decision-making across the temperature-controlled supply chain.
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We acquired Tec4Med, a company providing cold-chain packaging temperature and location monitoring, warehouse monitoring as well as bench top monitoring for laboratories and research facilities during the fourth quarter of 2023.
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By embedding digitalization, data intelligence, and automation across its solutions, Cryoport aims to continue to enhance its scalability, further strengthen its regulatory integrity, and support the continued growth and commercialization of the CGT market as these lifesaving cures are developed. Chain of Compliance and Quality.
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Technological innovations from Tec4Med include: • The SmartHub is an intelligent Beacon-Gateway Monitoring System and can be integrated into any logistics process at box, pallet, container, truck or warehouse level. In doing so, it enables full supply chain visibility in real-time. • The CryoBeacon serves as an intelligent temperature and humidity data logger with advanced capabilities.
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Our Chain of Compliance framework is integrated throughout our services to ensure that critical biological materials are handled, stored, and transported in full accordance with applicable regulatory, quality, and procedural requirements throughout the entire temperature-controlled supply chain.
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It effectively records all data internally and offers two methods of data retrieval: manual access through the Tec4App and automated retrieval via the SmartHub gateway. Designed for multiple applications, the CryoBeacon can be utilized repeatedly for different shipments.
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It extends beyond traditional chain-of-custody and chain-of-condition by embedding more compliance, documentation, and process control into every physical and digital touchpoint including storage and distribution equipment management. 5 Table of Contents Through the integration of validated temperature-controlled supply chain systems, standardized operating processes and procedures, continuous condition monitoring, chain-of-custody tracking, chain-of-condition monitoring and real-time informatics, our Chain of Compliance provides end-to-end visibility and traceability of every component and every process from initial material collection through final delivery to points of care.
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With our solutions, our clients have the peace of mind that comes with knowing exactly where their shipments are, at all times, ensuring that they can deliver high-quality pharmaceutical products to their clients with confidence. By adopting risk mitigation measures, our clients can proactively identify and address potential threats to their operations and supply chain.
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This approach supports our adherence to ISO 21973:2020, ISO 9001:2015, global regulatory standards, including Good Manufacturing Practice (“GMP”), and applicable international transport and quality requirements.
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This saves valuable resources that can be redirected toward other critical areas of their business, allowing them to operate 5 Table of Contents more efficiently and effectively. Through Tec4Med technology, they can optimize their operations and build a more resilient business for the long term.
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Enabled by the Cryoportal and supported by highly trained staff, the Chain of Compliance captures and aggregates environmental, shipping, biostorage, and handling data into a unified record that supports audit readiness, deviation management, and regulatory reporting.
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We intend to leverage the Tec4Med technology across many of Cryoport’s products and services in the coming years. ​ Cryoport accessories – Our purpose-built accessories are integral to our comprehensive integrated temperature-controlled supply chain solutions.
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By proactively managing risk and ensuring consistent execution across complex, global supply chains, the Chain of Compliance helps protect biological material integrity, reduce variability, and support reliable patient treatment outcomes.
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Designed to seamlessly integrate with our advanced shipping systems, our accessories safeguard materials and minimize risks at every stage of s their journey—spanning critical phases of development and manufacturing.
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All our operations are also certified to ISO 9001:2015 for quality management systems, ISO 13485:2016 for medical devices, where applicable, and ISO 21973:2020 for the transportation of cells for therapeutic use. These certifications support standardized processes across our Global Supply Chain Center Network demonstrating our commitment to risk management, traceability, and continuous improvement.
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From our proprietary Safepak ® and SoftRack TM Systems to specialized labels, cassette racks and cryovial boxes, each accessory is meticulously engineered to help ensure security and preserve the integrity of critical therapies and biomaterials throughout the supply chain.
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In addition, our quality framework incorporates Good Distribution Practice (“GDP”) and GMP principles, validated equipment and processes, supplier qualification, and ongoing training and auditing programs. Together with the Chain of Compliance framework, these standards are intended to ensure the integrity, safety, and compliance of biological materials throughout storage, handling, and transportation. Global Supply Chain Center Network .
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Our accessories include: Safepak ® System 1800, Safepak ® XL, Soft Rack™, Cryostrap ® , and Cryoport Elite ® Ultra Cold Shipping Systems' Payload Holding System among others.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

53 edited+6 added−10 removed142 unchanged
Biggest changeThe 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.
Biggest changeDuring the course of the COVID-19 pandemic, certain of our facilities experienced disruptions, such as our MVE Biological Solutions manufacturing facility in Chengdu, China that was temporarily impacted by COVID-19 lockdowns in China during the third quarter of 2022, and similar disruptions could occur in the future. 16 Table of Contents 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, epidemic 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.
Our future revenue stream depends to a large degree on our ability to bring new solutions and services to market on a timely basis. We generally sell our products in industries that are characterized by increased competition through frequent innovation, rapid technological changes and changing industry standards.
Our future revenue stream depends to a large degree on our ability to bring new solutions and services to market on a timely basis. We generally sell our products and services in industries that are characterized by increased competition through frequent innovation, rapid technological changes and changing industry standards.
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.
The exercise of any options or vesting of restricted stock units, as well as the issuance of our common stock upon conversion of the 2026 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.
The degree of acceptance of our platform of existing products and services or any future products or services by our current target markets, and any other markets to which we attempt to sell our products and services, as well as our profitability and growth, will depend on a number of factors including, among others, our shippers’ ability to perform and preserve the integrity of the materials shipped, relative convenience and ease of use of our shippers and/or Cryoportal ® , reliability and effectiveness of our biostorage services, availability of alternative products or new technologies that make our solutions and services less desirable or competitive, pricing and cost effectiveness, effectiveness of our or our collaborators’ sales and marketing strategy and the adoption cycles of our targeted customers.
The degree of acceptance of our platform of existing products and services or any future products or services by our current target markets, and any other markets to which we attempt to sell our products and services, as well as our profitability and growth, will depend on a number of factors including, among others, our shippers’ ability to perform and preserve the integrity of the materials shipped, relative convenience and ease of use of our shippers and/or Cryoportal ® , reliability and effectiveness of our bioservices, biostorage and cryopreservation services, availability of alternative products or new technologies that make our solutions less desirable or competitive, pricing and cost effectiveness, effectiveness of our or our collaborators’ sales and marketing strategy and the adoption cycles of our targeted customers.
The failure of these third parties to perform their duties could result in damage to the contents of the shipper resulting in customer dissatisfaction or liability to us, even if we are not at fault. Changes in trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
The failure of these third parties to perform their duties could result in damage to the contents of the shipper resulting in customer dissatisfaction or liability to us, even if we are not at fault. 21 Table of Contents Changes in trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
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.
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. ​ 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.
If natural disasters or similar events, like hurricanes, fires or explosions or large-scale accidents or power outages, were to occur that prevented us from using all or a significant portion of these facilities, damaged critical infrastructure or our customers’ biological samples, or otherwise disrupted operations at such facilities, this could affect our ability to maintain ongoing operations and cause us to incur significant expenses.
If natural disasters or similar events, like hurricanes, fires or explosions or large-scale accidents or power outages, were to occur that prevented 17 Table of Contents us from using all or a significant portion of these facilities, damaged critical infrastructure or our customers’ biological samples, or otherwise disrupted operations at such facilities, this could affect our ability to maintain ongoing operations and cause us to incur significant expenses.
If we are unable to procure a component from one of our manufacturers, we may be required to enter into arrangements with one or more alternative manufacturing companies, which may cause delays in producing components or result in significant increase in costs.
If we are unable to procure a component from one of our manufacturers, we may be required to enter into arrangements with one or more alternative manufacturing companies, which may cause delays in producing components or result in significant increases in costs.
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.
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. 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 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.
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 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. 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.
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. Risks Related to Our Financial Condition Historically, we have incurred significant losses and we may continue to incur losses in the future.
If demand for our products is adversely affected or our costs increase, our operating results and business would suffer. We are subject to regulation by the FDA or certain similar foreign regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.
If demand for our products is adversely affected or our costs increase, our operating results and business would suffer. 22 Table of Contents We are subject to regulation by the FDA or certain similar foreign regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.
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.
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. Our Articles of Incorporation allows our board of directors to issue up to 2,500,000 shares of “blank check” preferred stock.
On 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.
On 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.
They may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. Our obligations to the Series C Preferred Stockholders could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition.
They may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. 24 Table of Contents Our obligations to the Series C Preferred Stockholders could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition.
We have designated 800,000 shares as Class A Preferred Stock, 585,000 shares as Class B Preferred Stock and 250,000 shares of Series C Preferred Stock, of which 200,000 shares of Series C Preferred Stock are issued and outstanding at February 23, 2024. See “—Risks Related to Our Preferred Stock” for additional information regarding our outstanding Series C Preferred Stock.
We have designated 800,000 shares as Class A Preferred Stock, 585,000 shares as Class B Preferred Stock and 250,000 shares of Series C Preferred Stock, of which 200,000 shares of Series C Preferred Stock are issued and outstanding at February 27, 2026. See “—Risks Related to Our Preferred Stock” for additional information regarding our outstanding Series C Preferred Stock.
The price of our common stock could decline if one or more equity analyst downgrades our stock or if analysts downgrade our stock or issue other unfavorable commentary or cease publishing reports about us or our business. ​ ITEM 1B. Unresolved Staff Comments Not applicable. ​
We do not control these analysts. The price of our common stock could decline if one or more equity analyst downgrades our stock or if analysts downgrade our stock or issue other unfavorable commentary or cease publishing reports about us or our business. ​ ITEM 1B. Unresolved Staff Comments Not applicable. ​
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.
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.
As newer technologies evolve, we could be exposed to increased risks from cyberattacks, data security events, and data breaches, including those from human error, negligence or mismanagement or from illegal or fraudulent acts.
As newer technologies evolve, we could 20 Table of Contents be exposed to increased risks from cyberattacks, data security events, and data breaches, including those from human error, negligence or mismanagement or from illegal or fraudulent acts.
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.
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 those imposed by the United States and the reciprocal or retaliatory measures taken by its trading partners; 14 Table of Contents ● 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.
For example, since COVID-19’s initial outbreak, governments and businesses took unprecedented measures in response, including restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders. Such response significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.
For example, following COVID-19’s initial outbreak, governments and businesses took unprecedented measures in response, including restrictions on travel and business operations, temporary closures of businesses, and quarantine and shelter-in-place orders. Such response significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets, which adversely affected our business operations, financial performance and results of operations.
In addition, a critical factor to our business is our ability to attract and retain qualified professionals including key employees and consultants. We are continually at risk of losing current professionals or being unable to hire additional professionals as needed. If we are unable to attract new qualified employees, our ability to grow will be adversely affected.
In addition, a critical factor to our business is our ability to attract and retain qualified professionals including key employees and consultants. We are continually at risk of losing current professionals or being unable to hire additional professionals as needed.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including our outstanding convertible senior notes (collectively, the “Convertible Senior Notes”) consisting of our 3.00% convertible senior notes due 2025 (the “2025 Convertible Senior Notes”) and our 0.75% convertible senior notes due 2026 (the “2026 Convertible Senior Notes”), and our cash needs may increase in the future.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including our outstanding 0.75% convertible senior notes due 2026 (the “2026 Convertible Senior Notes”), and our cash needs may increase in the future.
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.
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.
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.
In addition, we reserved 1,583,280 shares of our common stock issuable upon conversion of the 2026 Convertible Senior Notes and 6,382,937 shares of our common stock issuable upon conversion of our Series C Preferred Stock.
Due to the low temperatures at which some of our products are used and the fact that some of our products are relied upon by our customers or end users in their facilities or operations or are manufactured for relatively broad medical, transportation, or consumer use, we face an inherent risk of exposure to claims in the event that the failure, use, or misuse of our products results, or is alleged to result, in death, bodily injury, property or sample damage, or economic loss.
The costs incurred in correcting any product errors or defects may be substantial and could adversely affect our business, results of operations and financial condition. 15 Table of Contents Due to the low temperatures at which some of our products are used and the fact that some of our products are relied upon by our customers or end users in their facilities or operations or are manufactured for relatively broad medical, transportation, or consumer use, we face an inherent risk of exposure to claims in the event that the failure, use, or misuse of our products results, or is alleged to result, in death, bodily injury, property or sample damage, or economic loss.
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.
For example, beginning in 2025, the current 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, such as China and the European Union (EU), among others.
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.
As of February 27, 2026, there were 49,856,135 shares of our common stock outstanding. Substantially all of these shares of common stock are eligible for trading in the public market.
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.
As of December 31, 2025, we could also issue up to an additional 6,782,638 shares of our common stock upon exercise of outstanding options and vesting of restricted stock units and 2,437,831 shares of our common stock reserved for future issuance under our stock incentive plans.
Our products and services may expose us to liability in excess of our current insurance coverage. Our platform of products and services involve significant risks of liability, which may substantially exceed the revenues we derive from them. We cannot predict the magnitude of these potential liabilities. We currently maintain general liability insurance and product liability insurance.
Insurance coverage may not be adequate to fully cover losses in any particular case. Our products and services may expose us to liability in excess of our current insurance coverage. Our platform of products and services involve significant risks of liability, which may substantially exceed the revenues we derive from them. We cannot predict the magnitude of these potential liabilities.
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 February 27, 2026, our directors, executive officers and beneficial owners of 10% or more of our outstanding common stock beneficially owned 12,203,384 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 27, 2026, which represented approximately 23.0% of our outstanding common stock.
Claims may be made against us that exceed the limits of these policies. Our liability policy is an “occurrence” based policy. Thus, our policy is complete when we purchased it and following cancellation of the policy it continues to provide coverage for future claims based on conduct that took place during the policy term.
Thus, our policy is complete when we purchased it and following cancellation of the policy it continues to provide coverage for future claims based on conduct that took place during the policy term.
A competitor that has greater resources than us may be able to develop and expand their networks and product offerings more quickly, devote greater resources to the marketing and sale of their solutions and adopt more aggressive pricing policies. We may not be able to successfully compete with a competitor that has greater resources, which may adversely affect our business.
A competitor that has greater resources than us may be able to develop and expand their networks and product offerings more quickly, devote greater resources to the marketing and sale of 18 Table of Contents their solutions and adopt more aggressive pricing policies.
In addition, the Series C Preferred Stockholders are entitled to dividends at a rate of 4.0% per annum, paid-in-kind, accruing daily and paid quarterly in arrears.
In addition, the Series C Preferred Stockholders are entitled to dividends at a rate of 4.0% per annum, paid-in-kind, accruing daily and paid quarterly in arrears. The Series C Preferred Stockholders are also entitled to participate in dividends declared or paid on the common stock on an as-converted basis.
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of companies.
If our products and services are not free from errors or defects, we may incur an injury to our reputation, lost revenues, diverted development resources, increased customer service and support costs, product recalls and litigation. The costs incurred in correcting any product errors or defects may be substantial and could adversely affect our business, results of operations and financial condition.
If our products and services are not free from errors or defects, we may incur an injury to our reputation, lost revenues, diverted development resources, increased customer service and support costs, product recalls and litigation.
If we underestimate our potential liability for future product returns, or if unanticipated events result in returns that exceed our historical experience, our financial condition and operating results could be materially and adversely affected.
If we underestimate our potential liability for future product returns, or if unanticipated events result in returns that exceed our historical experience, our financial condition and operating results could be materially and adversely affected. Our business operations, financial performance and results of operations could be materially adversely affected by pandemics, epidemics or other public health crises, such as COVID-19.
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.
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. 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.
We have not paid dividends on our common stock in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock. We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
These market fluctuations may also materially and adversely affect the market price of our common stock. 25 Table of Contents We have not paid dividends on our common stock in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.
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.
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 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.
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.
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.
The trading market for our common stock relies in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts.
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. The trading market for our common stock relies in part on the research and reports that equity research analysts publish about us and our business.
If we successfully develop products and/or services, but those products and/or services do not achieve and maintain market acceptance, our business will not be profitable.
We may not be able to successfully compete with a competitor that has greater resources, which may adversely affect our business. If we successfully develop products and/or services, but those products and/or services do not achieve and maintain market acceptance, our business will not be profitable.
If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full. 23 Table of Contents Risks Related to Our Preferred Stock The issuance of shares of our Series C Preferred Stock reduces the relative voting power of holders of our common stock, dilutes the ownership of such holders, and may adversely affect the market price of our common stock.
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.
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.
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.
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.
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.
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.
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 a result, the acquisition and integration of acquired businesses may not contribute to our earnings as expected and we may not achieve the other anticipated strategic and financial benefits of such transactions. 19 Table of Contents 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, 2025, we had $22.4 million of goodwill and $138.1 million of other intangible assets on our balance sheets.
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 26 Table of Contents we are unable to attract new qualified employees, our ability to grow will be adversely affected. If we are unable to retain current employees or strategic consultants, our financial condition and ability to maintain operations may be adversely affected.
As a result, the acquisition and integration of acquired businesses may not contribute to our earnings as expected and we may not achieve the other anticipated strategic and financial benefits of such transactions.
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.
For example, our MVE Biological Solutions manufacturing facility in Chengdu, China was temporarily impacted by COVID-19 lockdowns in China during the third quarter of 2022, and similar disruptions could occur in the future. Further, we operate facilities that specialize in the secure storage of biological specimens, materials and samples.
Further, we operate facilities that specialize in the secure storage of biological specimens, materials and samples.
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.
Although we generated net income of $78.3 million for the year ended December 31, 2025, we have historically incurred significant losses, including losses of $114.8 million and $99.6 million million for the years ended December 31, 2024 and 2023, resepectively. As of December 31, 2025, we had an accumulated deficit of $688.9 million.
We may also incur additional indebtedness to meet future financing needs.
As of December 31, 2025, we had approximately $262.4 million of indebtedness and other liabilities, including trade payables, on a consolidated basis. We may also incur additional indebtedness to meet future financing needs.
Removed
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.
Added
We currently maintain general liability insurance and product liability insurance. Claims may be made against us that exceed the limits of these policies. Our liability policy is an “occurrence” based policy.
Removed
Our business operations, financial performance and results of operations have been adversely affected and could in the future be materially adversely affected by the pandemics, epidemics or other public health crises, such as COVID-19.
Added
If such changes occur, this could adversely affect our business and results of operations.
Removed
The COVID-19 pandemic and the measures taken by many countries in response have adversely affected and could in the future materially adversely impact our business operations, financial performance and results of operations.
Added
In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications to the U.S. tariffs have been announced and further changes could be made in the future, which may include additional sector-based tariffs or other measures.
Removed
During the course of the pandemic, certain of our facilities have experienced disruptions, such as our MVE Biological Solutions manufacturing facility in Chengdu, China that was temporarily impacted by COVID-19 lockdowns in China during the third quarter of 2022, and similar disruptions could occur in the future.
Added
The ultimate impact remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures.
Removed
In particular, certain components of our key products are manufactured in China, which may be more likely than other locations to have disruptions caused by the response to a public health crisis, such as COVID-19.
Added
If disputes and conflicts further escalate, actions by governments in response could be significantly more severe and restrictive. We, along with our customers, are subject to various international governmental regulations.
Removed
Insurance coverage may not be adequate to fully cover losses in any particular case. For example, in January 2022, a fire occurred at the MVE Biological Solutions manufacturing facility located in New Prague, Minnesota, which manufactures aluminum dewars and is one of MVE Biological Solutions’ three global manufacturing facilities.
Added
We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
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, which adversely impacted our revenue in the first quarter of 2022. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—MVE Biological Solutions Fire” for additional information.
Removed
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.
Removed
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.
Removed
Risks Related to Our Preferred Stock The issuance of shares of our Series C Preferred Stock reduces the relative voting power of holders of our common stock, dilutes the ownership of such holders, and may adversely affect the market price of our common stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed10 unchanged
Biggest changeOur 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.
Biggest changeOur Chief Information Security Officer is supported by the 27 Table of Contents 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.
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.
Within management, our Chief Information Security Officer is primarily responsible for assessing and managing our material risks from cybersecurity threats and keeping the senior executive officers informed on a regular basis of the identification, assessment, and management of cybersecurity risks and of any cybersecurity incidents.
Such management personnel have prior experience and training in managing information systems and cybersecurity matters and participate in ongoing training programs. 35 Table of Contents ​
Such management personnel have prior experience and training in managing information systems and cybersecurity matters and participate in ongoing training programs. ​

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, 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. ​
Biggest changeThe following table summarizes our principal facilities and other materially important physical properties as of December 31, 2025: ​ ​ ​ ​ ​ 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 and Administrative Houston, Texas ​ Leased ​ Administrative, Global Supply Chain Center and Biostorage Center Louvres (Paris Area), France ​ Leased ​ Global Supply Chain Center Liège, Belgium ​ Leased ​ Bioservices, Cryopreservation, and Research and Development Center Hoofddorp, the Netherlands ​ Leased ​ Global Logistics 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 Bioservices ​ We believe that these facilities are adequate, suitable and of sufficient capacity to support our immediate needs. ​
ITEM 2. Properties Our principal executive office is located in Brentwood, Tennessee. We lease or own various corporate, global logistics and supply chain centers, biostorage, manufacturing, and research and development facilities at over 50 sites across the Americas, EMEA and APAC regions.
ITEM 2. Properties Our principal executive office is located in Brentwood, Tennessee. We lease or own various corporate, global logistics and supply chain centers, biostorage, manufacturing, and research and development facilities at 20 sites across the Americas, EMEA and APAC regions.

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 ​ 36 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 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(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.
Biggest change(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.
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 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 12/31/20 in Cryoport common stock or applicable index. Fiscal year ending December 31.
Market Information The Company’s common stock is currently listed on the NASDAQ Capital Market and is traded under the symbol “CYRX.” Stock Performance Graph (1) The graph below compares Cryoport’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the Russell 3000 Index and S&P 1500 Life Sciences Tools & Services Industry Index.
Market Information The Company’s common stock is currently listed on the NASDAQ Capital Market and is traded under the symbol “CYRX.” 28 Table of Contents Stock Performance Graph (1) The graph below compares Cryoport’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the Russell 3000 Index and S&P 1500 Life Sciences Tools & Services Industry Index.
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.
The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2020 to December 31, 2025 and assumes that, as to such indices, dividends were reinvested. We have never paid cash dividends on our common stock.
Any 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.
Any 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.
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.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of February 27, 2026, there were 49,856,135 shares of common stock outstanding and 149 stockholders of record.
The Company intends to employ all available funds for the development of its business and, accordingly, does not intend to pay any cash dividends in the foreseeable future.
Dividends No dividends on common stock have been declared or paid by the Company. The Company intends to employ all available funds for the development of its business and, accordingly, does not intend to pay any cash dividends in the foreseeable future.
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Issuer Purchases of Equity Securities None. ​ ITEM 6. [Reserved] ​ ​
Added
Recent Sale of Unregistered Securities None. 29 Table of Contents Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ ​ Number (or ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate ​ ​ ​ ​ ​ ​ Shares (or Units) Dollar Value) of ​ ​ ​ ​ ​ ​ Purchased as Shares (or Units) ​ ​ ​ ​ ​ ​ Part of Publicly that May Yet Be ​ Total Number of Average Price Announced Purchased ​ Shares (or Units) Paid per Share Plans or Under the Plans Period Purchased (1) (or Unit) Programs (2) or Programs October 1, 2025 through October 31, 2025 — ​ ​ — — ​ $ 65,936,710 November 1, 2025 through November 30, 2025 228,994 ​ $ 8.73 228,994 ​ $ 63,936,770 December 1, 2025 through December 31, 2025 — ​ ​ — — ​ $ 63,936,770 Total 228,994 ​ ​ ​ 228,994 ​ ​ ​ (1) These shares were returned to the status of authorized but unissued shares of common stock. ​ (2) On March 11, 2022, the Company announced that its 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”).
Added
The 2022 Repurchase Program expired on December 31, 2025 pursuant to its terms. ​ On August 6, 2024, the Company announced that its 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”).
Added
The authorized amount under the 2024 Repurchase Program was in addition to the 2022 Repurchase Program and did not modify the 2022 Repurchase Program.
Added
The size and timing of any repurchases under the 2024 Repurchase Program 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. ​ ​ ​ ITEM 6. [Reserved] ​ ​

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. ​ 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 .
Biggest changeWe also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense. ​ 34 Table of Contents Results of Operations Results of Operations for Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following table summarizes certain information derived from our consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ ​ % Change Life Sciences Services revenue ​ $ 96,497 ​ $ 82,044 ​ $ 14,453 17.6% Life Sciences Products revenue ​ 79,680 ​ 74,725 ​ 4,955 6.6% Total revenue ​ 176,177 ​ 156,769 ​ 19,408 12.4% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services revenue ​ ​ (49,429) ​ ​ (43,564) ​ ​ (5,865) ​ 13.5% Cost of products revenue ​ ​ (43,694) ​ ​ (43,548) ​ ​ (146) ​ 0.3% Total cost of revenue ​ ​ (93,123) ​ ​ (87,112) ​ ​ (6,011) ​ 6.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ 83,054 ​ 69,657 ​ 13,397 19.2% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ (102,819) ​ (109,809) ​ 6,990 (6.4%) Engineering and development ​ (17,041) ​ (17,710) ​ 669 (3.8%) Impairment loss ​ ​ — ​ ​ (63,809) ​ ​ 63,809 (100.0%) Investment income ​ ​ 9,798 ​ ​ 9,895 ​ ​ (97) ​ (1.0%) Interest expense, net ​ (2,361) ​ (3,977) ​ 1,616 (40.6%) Gain on extinguishment of debt, net ​ ​ — ​ ​ 18,505 ​ ​ (18,505) ​ (100.0%) Other income (expense), net ​ (2,801) ​ (7,101) ​ 4,300 (60.6%) Provision for income taxes ​ (1,799) ​ (359) ​ (1,440) 401.1% ​ ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations ​ ​ (33,969) ​ ​ (104,708) ​ ​ 70,739 ​ (67.6%) Income (loss) from discontinued operations, net ​ ​ 112,270 ​ ​ (10,048) ​ ​ 122,318 ​ (1217.3%) Net income (loss) ​ $ 78,301 ​ $ (114,756) ​ $ 193,057 (168.2%) Paid-in-kind dividend on Series C convertible preferred stock ​ ​ (8,000) ​ ​ (8,000) ​ ​ — ​ — Net income (loss) attributable to common stockholders ​ $ 70,301 ​ $ (122,756) ​ $ 193,057 (157.3%) ​ Total revenue by type (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ % Change BioLogistics Solutions ​ $ 78,137 ​ $ 67,019 ​ $ 11,118 ​ 16.6 % BioStorage/BioServices ​ 18,360 ​ 15,025 ​ 3,335 ​ 22.2 % Life Sciences Services ​ 96,497 ​ 82,044 ​ 14,453 ​ 17.6 % Life Sciences Products ​ ​ 79,680 ​ ​ 74,725 ​ $ 4,955 ​ 6.6 % Total revenue ​ $ 176,177 ​ $ 156,769 ​ ​ 19,408 ​ 12.4 % ​ Revenue .
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.
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.
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.
The increase in tax expense and the decrease in the effective tax rate for the year ended December 31, 2025, 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.
Further, management and our board of directors utilize adjusted EBITDA to gain a better understanding of our comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Adjusted EBITDA is also a significant performance measure used by us in connection with our incentive compensation programs.
Further, management and our board of directors utilize adjusted EBITDA from continuing operations to gain a better understanding of our comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Adjusted EBITDA from continuing operations is also a significant performance measure used by us in connection with our incentive compensation programs.
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 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 courier services, revenue is recognized upon delivery of the shipper to the customer.
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).
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 – Goodwill and Intangible Assets for additional information.
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.
The size and timing of any repurchases under the 2024 Repurchase Program 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.
Management believes adjusted EBITDA provides a useful measure of our operating results, a meaningful comparison with historical results and with the results of other companies, and insight into our ongoing operating performance.
Management believes adjusted EBITDA from continuing operations provides a useful measure of our operating results, a meaningful comparison with historical results and with the results of other companies, and insight into our ongoing operating performance.
We consider the following policies and estimates to be critical to an understanding of our consolidated financial statements and the uncertainties associated with the complex judgments made by us that could impact our results of operations, financial position and cash flows: Revenue Recognition, Business Combinations, Intangible Assets and Goodwill, Convertible Senior Notes, Stock-based Compensation, and Income Taxes.
We consider the following policies and estimates to be critical to an understanding of our consolidated financial statements and the uncertainties associated with the complex judgments made by us that could impact our results of operations, financial position and cash flows: Revenue Recognition, Discontinued 31 Table of Contents Operations, Intangible Assets and Goodwill, Convertible Senior Notes, Stock-based Compensation, and Income Taxes.
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.
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.
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.
Shipping and handling fees and costs are included in cost of revenues in the accompanying consolidated statements of operations. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental agencies.
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.
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 from continuing operations, should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S.
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.
Our cost of services revenue was primarily comprised of freight charges, facility expenses, 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.
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.
GAAP. 37 Table of Contents Adjusted EBITDA from continuing operations Adjusted EBITDA from continuing operations is defined as loss from continuing operations adjusted for net 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 extinguishment of debt, impairment loss, changes in fair value of contingent consideration and charges or gains resulting from non-recurring events, as applicable.
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”).
In August 2024, the Company’s Board of Directors authorized the 2024 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.
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.
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 CGT market through a global network of distributors and direct client relationships.
A reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure, is presented below.
A reconciliation of adjusted EBITDA from continuing operations to loss from continuing operations, the most directly comparable U.S. GAAP financial measure, is presented below.
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.
Provision for income taxes. The provision for income taxes increased by $1.4 million for the year ended December 31, 2025, as compared to the same period in the prior year, resulting in effective tax rates of negative 5.6% and negative 0.3%, respectively.
Management believes adjusted EBITDA, when read in conjunction with our U.S.
Management believes adjusted EBITDA from continuing operations, when read in conjunction with our U.S.
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.
Also contributing to the cash used in operating activities, excluding non-cash items, was an increase in accounts receivable of $6.5 million, a decrease in operating lease liabilities of $5.0 million, a decrease in accounts payable and other accrued expenses of $3.5 million, and an increase in inventories of $2.2 million, which were partially offset by an increase in accrued compensation and related expenses of $1.9 million and a decrease in prepaid expenses and other current assets of $1.4 million.
Impact of Inflation Inflation generally impacts us by increasing our costs of labor, material, transportation and pricing from third party manufacturers. While the rates of inflation have not had a material impact on our financial statements in the past, we have seen some impact on gross margins in 2023 and 2022.
Impact of Inflation Inflation generally impacts us by increasing our costs of labor, material, transportation and pricing from third party manufacturers. The rates of inflation have not had a material impact on our financial statements in the past.
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.
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 cash repurchase price of $12.9 million, $8.7 million and $25.0 million, respectively, plus accrued and unpaid interest. The repurchases were made pursuant to the 2022 Repurchase Program.
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”).
Financing activities Net cash used in financing activities totaled $21.1 million during the year ended December 31, 2025, primarily as a result of $14.3 million paid for the repayment of 2025 Convertible Senior Notes and $10.0 million paid for the repurchase of common stock, partially offset by proceeds of $4.0 million from the exercise of stock options. 39 Table of Contents Repurchase Program In March 2022, the Company’s Board of Directors authorized the 2022 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.
Accordingly , the proceeds received from the issuance of the Convertible Senior Notes were recorded as a single liability on the consolidated balance sheets. Stock-based Compensation We use the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date. The expected option life assumption is estimated based on the simplified method.
Accordingly , the proceeds received from the issuance of the Convertible Senior Notes were recorded as a single liability measured at amortized cost on the consolidated balance sheets. Stock-based Compensation We use the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date.
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.
Interest expense decreased by $1.6 million, from $4.0 million to $2.4 million for the year ended December 31, 2025, 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 repayment of the 2025 Convertible Senior Notes upon maturity in June 2025.
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 effective tax rate of negative 5.6% for the year ended December 31, 2025, 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 expiration of a portion of our US federal net operating loss carryforwards due to IRC Section 382 and the relative mix of income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate.
The impact of and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results. Although we believe that our estimates, assumptions, and judgements are reasonable, they are based upon information presently available.
The impact of and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including in the “Results of Operations” section, where such policies affect our reported and expected financial results.
Stock-based compensation expense is recognized only for those awards that ultimately vest. Income Taxes Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Income Taxes Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
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.
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. 36 Table of Contents Investment Income.
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.
Intangible Assets and Goodwill Intangible assets Indefinite-lived intangible assets are comprised of trade name/trademarks acquired in the Company’s 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.
No assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company.
Additional funding plans may include obtaining additional capital through equity and/or debt funding sources. No assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company.
Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and most demanding of our judgment.
The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and most demanding of our judgment.
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).
As a result of an interim impairment assessment performed as of June 30, 2024, we concluded that the goodwill related to the MVE reporting unit was further impaired, and recorded an impairment charge of $54.6 million related to full impairment of the goodwill related to the MVE reporting unit in the consolidated statement of operations for the year ended December 31, 2024, see 33 Table of Contents Note 10 – Goodwill and Intangible Assets for additional information.
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.
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. Impairment loss.
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.
Life Sciences Products revenue increased by $5.0 million, or 6.6%, from $74.7 million to $79.7 million for the year ended December 31, 2025, as compared to the same period in 2024.
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.
These proceeds were partially offset by 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 $16.4 million, software development costs of $1.8 million, and patent and trademark costs of $1.2 million.
See Note 2: “Summary of Significant Accounting Policies” of our accompanying consolidated financial statements for a description of our critical accounting policies and estimates. Revenue Recognition Revenues are recognized when control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services.
Revenue Recognition Revenues are recognized when control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services.
Accordingly, the Company has utilized the average of the contractual term of the options and the weighted average vesting period for all options to calculate the expected option term. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of our employee stock options.
The expected option life assumption is estimated based on the simplified method. Accordingly, the Company has utilized the average of the contractual term of the options and the weighted average vesting period for all options to calculate the expected option term.
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.
The increase in other income (expense), net for the year ended December 31, 2025, as compared to the prior year is primarily due to a decrease of $4.3 million in short-term investment net unrealized loss, a decrease of $2.1 million in current period foreign currency loss, and $1.5 million increase in non-recurring income, offset by a decrease of $2.5 million for currency revaluation.
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.
The Company has performed a quantitative impairment assessment in the fourth quarter of 2025 and concluded that there has been no impairment of our indefinite-lived intangible assets for the periods presented.
Also in August 2024, the Company repurchased approximately $160.0 million aggregate principal amount of the 2026 Convertible Senior Notes for a repurchase price of $141.6 million, plus accrued and unpaid interest under the 2024 Repurchase Programs. As of December 31, 2024, the Company has approximately $73.9 million of repurchase authorization available under the 2024 Repurchase Programs.
In August 2024, the Company repurchased approximately $160.0 million aggregate principal amount of the 2026 Convertible Senior Notes for a cash repurchase price of $141.6 million, plus accrued and unpaid interest. The repurchase was made pursuant to the 2024 Repurchase Program. There were no repurchases of the 2026 Convertible Senior Notes during the year ended December 31, 2025.
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.
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. Stock-based compensation expense is recognized only for those awards that ultimately vest.
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.
For further discussion and analysis regarding our financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, 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, 2024 filed with the SEC on March 7, 2025. 30 Table of Contents General Overview We are a leading global provider of integrated, temperature-controlled supply chain solutions for the life sciences, with a strong focus on supporting the rapidly growing cell and gene therapy (“CGT”) market.
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.
As of December 31, 2025, the Company has approximately $186.2 million in aggregate principal amount of the 2026 Convertible Senior Notes outstanding and has approximately $63.9 million of repurchase authorization available under the 2024 Repurchase Program.
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.
Investing activities Net cash provided by investing activities of $250.3 million during the year ended December 31, 2025 was primarily due to the proceeds from the divestiture of the CRYOPDP business of $210.2 million and the maturity of short-term investments of $59.6 million.
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.
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. Discontinued operations . Revenue from discontinued operations decreased by $39.4 million for the year ended December 31, 2025 as compared to the prior year.
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.
These decreases were offset by increases facility and other overhead allocations of $3.6 million, and wages and associated employee costs of $2.2 million. Engineering and development expenses . Engineering and development expenses decreased by $0.7 million, or 3.8%, for the year ended December 31, 2025, as compared to the same period in 2024.
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.
Gross margin for the year ended December 31, 2025 was 47.1% of total revenue, as compared to 44.4% of total revenue for the year ended December 31, 2024. Cost of total revenue increased $6.0 million to $93.1 million for the year ended December 31, 2025, as compared to $87.1 million in the same period in 2024.
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.
This includes significantly enhancing our Cryoportal ® Digital Logistics Management Platform and related technology solutions as well as developments to expand our Cryoport Express ® and shipper fleets.
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.
Revenue increased by $19.4 million, or 12.4%, to $176.2 million for the year ended December 31, 2025, as compared to $156.8 million for the year ended December 31, 2024.
If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset.
If the asset is not found to be recoverable, it is written down to the estimated fair value.
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.
Non-GAAP Financial Measures We provide adjusted EBITDA from continuing operations, a non-GAAP financial measure, as a supplemental measure to U.S. GAAP measures regarding our operating performance. Non-GAAP financial measures are not calculated in accordance with U.S.
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.
We also continued to gain clinical trial market share with Cryoport supporting a total of 760 clinical trials globally at year end 2025, of which 86 of these clinical trials were in phase 3, representing an overall increase of 59 clinical trials from 701 clinical trials at year end 2024. 35 Table of Contents We continue to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of cell and gene therapies and our future growth.
For additional information about the Convertible Senior Notes, see Note 12 in our accompanying consolidated financial statements. ​
For additional information about the 2026 Convertible Senior Notes, see Note 12 – Convertible Senior Notes to our consolidated financial statements included under Part II, Item 8 “Financial Statements and Supplementary Data.” ​
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.
Gross margin of Life Sciences Products revenue increased to 45.2% from 41.7% for the year ended December 31, 2025, as compared to the prior year, primarily driven by manufacturing efficiency improvements within the MVE Biological Solutions operating segment.
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, 2025, SG&A expenses decreased by $7.0 million, or 6.4% as compared to the same period in 2024. This decrease was primarily driven by decreases in stock compensation of $5.4 million, contingent consideration of $4.3 million, and consulting costs of $2.1 million.
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.
The decrease was primarily due to a decrease of $1.1 million in development costs, consulting and prototype expenses and a decrease of $0.6 million in stock compensation expense. These decreases were partially offset by an increase of $1.0 million in wages and associated employee costs to add software development and engineering resources.
Goodwill We test goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist.
The Company has performed a quantitative impairment assessment in the fourth quarter of 2025 and concluded that there has been no impairment of our intangible assets with a definite life for the periods presented. Goodwill The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist.
The Company’s management recognizes that the Company may need to obtain additional capital to fund its operations and potential acquisitions until sustained profitable operations are achieved. Additional funding plans may include obtaining additional capital through equity and/or debt funding sources.
Following the divestiture of the CRYOPDP business, we also expect to use the net proceeds from the divestiture for general corporate purposes. 38 Table of Contents The Company’s management recognizes that the Company may need to obtain additional capital to fund its operations and potential acquisitions until sustained profitable operations are achieved.
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.
Cash flows Summary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ (in thousands) ​ ​ ​ Operating activities ​ $ (8,580) ​ $ (16,323) ​ $ 7,743 Investing activities ​ 250,323 ​ 176,815 ​ 73,508 Financing activities ​ (21,074) ​ (161,531) ​ 140,457 Effect of exchange rate changes on cash and cash equivalents ​ (15,464) ​ (18) ​ (15,446) Net increase (decrease) in cash and cash equivalents ​ $ 205,205 ​ $ (1,057) ​ $ 206,262 ​ Operating activities For the year ended December 31, 2025, our operating activities used $8.6 million of cash, reflecting the net income of $78.3 million offset by non-cash gains of $73.2 million primarily comprised of $117.0 million of gain on divested business and $5.2 million change in contingent consideration, which was partially offset by $27.7 million of depreciation and amortization, $11.0 million of stock-based compensation, $6.6 million of non-cash operating lease expense, and $2.2 million of realized loss on available-for-sale investments.
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.
Intangible assets with a definite life are amortized using the straight-line method over the estimated useful lives, see Note 10 – Goodwill and Intangible Assets for additional information.
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.
Such indicators could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.
The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.
For each reporting unit being tested, the Company compares the fair value of the reporting unit with its carrying amount and then recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value up to the total amount of goodwill allocated to the reporting unit.
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.
Revenue by type Life Sciences Services revenue increased by $14.5 million, or 17.6%, from $82.0 million to $96.5 million for the year ended December 31, 2025, as compared to the same period in 2024. This increase was driven by year-over-year growth in BioLogistics Solutions revenue and BioStorage/BioServices revenue of 16.6% and 22.2%, respectively, demonstrating strong demand for our services offerings.
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General Overview Cryoport is a leading global provider of innovative products and services supporting the life sciences in the biopharma/pharma, animal health, and reproductive medicine markets. Our mission is to enable the future of medicine for a new era of life sciences.
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Our solutions are purpose-built to support a broad range of global life sciences markets, including biopharmaceutical and pharmaceutical companies, the animal health markets, reproductive medicine, academic institutions, research, and government agencies. Our solutions help our customers ensure the safe, compliant storage, handling, and delivery of high value, temperature sensitive biological materials, including cell and gene therapies and immunotherapies.
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With over 50 strategic locations covering the Americas, EMEA (Europe, the Middle East and Africa) and APAC (Asia Pacific), Cryoport's global platform provides mission-critical bio-logistics, bio-storage, bio-processing, and cryogenic systems to over 3,000 customers worldwide.
Added
Our corporate headquarters, located in Nashville, Tennessee, is complemented by global sites in the Americas, EMEA (Europe, the Middle East, and Africa), and APAC (Asia-Pacific), including locations in the United States, United Kingdom, France, the Netherlands, Belgium, Germany, Japan, and China. See the “Business” section in Part I, Item 1 of this Form 10-K for additional information.
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Our platform of solutions and services, together with our global team of over 1,100 dedicated colleagues, delivers a unique combination of innovative supply chain technologies and services through our industry-leading brands, including Cryoport Systems, MVE Biological Solutions, CRYOPDP, and CRYOGENE. See the “Business” section in Part I, Item 1 of this Form 10-K for additional information.
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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 (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. We have two reportable segments: Life Sciences Services and Life Sciences Products.
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Business Combinations Amounts paid for acquisitions are allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets.
Added
The Company’s Life Sciences Services reportable segment, which aggregates two operating segments (BioLogistics and BioStorage/BioServices), provides temperature-controlled logistics, biostorage and bioservices within the life science industry through direct sales. Cryopreservation services are included in the BioLogistics operating segment.
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The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.
Added
Revenue from the Life Sciences Services reportable segment is primarily comprised of Life Sciences Services revenue, but also includes certain immaterial revenue from the sale of accessories that constitute Life Sciences Products revenue.
Removed
While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.
Added
The Company’s Life Sciences Products reportable segment manufactures and sells cryogenic systems, such as freezers and cryogenic dewars and related ancillary accessories used in the storage and transport of life science commodities through direct sales or a distribution network. Revenue from this reportable segment is exclusively Life Sciences Products revenue.
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As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
Added
See Note 19 – Segment Reporting to our consolidated financial statements included under Part II, Item 8 “Financial Statements and Supplementary Data” for additional information about our segments.
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Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. We use the income approach to determine the fair value of certain identifiable intangible assets such as customer relationships.
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Although we believe that our estimates, assumptions, and judgements are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor 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.
Biggest changeFor additional information about the 2026 Convertible Senior Notes, see Note 12 – Convertible Senior Notes to our consolidated financial statements included under Part II, Item 8 “Financial Statements and Supplementary Data”. 40 Table of Contents Foreign Exchange Risk We operate in the United States and other foreign countries, which creates exposure to foreign currency exchange fluctuations.
Our long-term debt is carried at amortized cost and fluctuations in interest rates do not impact our consolidated financial statements. However, the fair value of our debt, which pays interest at a fixed rate, will generally fluctuate with movements of interest rates, increasing when interest rates are declining and declining when interest rates are increasing.
Our short-term and long-term debt is carried at amortized cost and fluctuations in interest rates do not impact our consolidated financial statements. However, the fair value of our debt, which pays interest at a fixed rate, will generally fluctuate with movements of interest rates, increasing when interest rates are declining and declining when interest rates are increasing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk for the effect of interest rate changes, foreign currency fluctuations, and changes in the market values of our investments. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our long-term debt.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk for the effect of interest rate changes, foreign currency fluctuations, and changes in the market values of our investments. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our short-term and long-term debt.
The impact of fluctuations in foreign exchange rates is derived by applying the average currency rates for the same period of the prior year to the current period revenues. We have foreign exchange risk related to foreign-denominated cash and cash equivalents.
The impact of fluctuations in foreign exchange rates is derived by applying the average currency rates for the same period of the prior year to the current period revenue. We have foreign exchange risk related to foreign-denominated cash and cash equivalents.
Upon consolidation, as foreign exchange rates vary, revenues and other operating results may differ materially from expectations and we may record material gain or losses on the remeasurement of intercompany balances.
Upon consolidation, as foreign exchange rates vary, revenue and other operating results may differ materially from expectations and we may record material gain or losses on the remeasurement of intercompany balances.
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.
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, and Chinese Yuan. The results of operations of, and certain of our intercompany balances associated with, our internationally focused business are exposed to foreign exchange rate fluctuations.
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.
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, 2025, the estimated fair value of the 2026 Convertible Senior Notes was $176.6 million.
Based 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.
Based on the foreign-denominated cash balance as of December 31, 2025 of $31.9 million, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of $1.6 million, $3.2 million, and $6.4 million, respectively, recorded to “Accumulated other comprehensive income (loss)”, a separate component of stockholders’ equity.
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.
For example, for the year ended December 31, 2025, revenue from our international business, which accounted for 18% of our consolidated revenues, increased by $0.9 million in comparison with the same period in the prior year as a result of fluctuations in foreign exchange rates.
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)”.
We have foreign exchange risk related to our long and short-term foreign-denominated intercompany loan balances. Based on the short-term intercompany loan balances as of December 31, 2025, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in losses of $1.6 million, $3.2 million, and $6.4 million, respectively, reported as “Other income (expense), net”. ​
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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”. ​

Other CYRX 10-K year-over-year comparisons