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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/15/23 Cryoport, Inc. POSASR 12/15/23 6:967K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: POSASR Post-Effective Amendment of an Automatic Shelf HTML 829K
Registration Statement
2: EX-5.1 Opinion of Counsel re: Legality HTML 29K
3: EX-5.3 Opinion of Counsel re: Legality HTML 26K
4: EX-23.3 Consent of Expert or Counsel HTML 5K
5: EX-24.2 Power of Attorney HTML 7K
6: EX-FILING FEES Filing Fees HTML 37K
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Cryoport, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities (1)
| Security Type |
Security Class Title | Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |
| Securities to be Offered by the Registrant | ||||||||
| Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | 457(o) | (2)(3) | (4) | (4) | __ | __ |
| Equity | Preferred Stock, par value $0.001 per share | 457(o) | (2)(3) | (4) | (4) | __ | __ | |
| Debt | Debt Securities | 457(o) | (2) | (4) | (4) | __ | __ | |
| Other | Depositary Shares | 457(o) | (2) | (4) | (4) | __ | __ | |
| Other | Warrants | 457(o) | (2) | (4) | (4) | __ | __ | |
| Other | Purchase Contracts | 457(o) | (2) | (4) | (4) | __ | __ | |
| Other | Units | 457(o) | (2) | (4) | (4) | __ | __ | |
| Unallocated (Universal) Shelf | __ | 457(o) | (2) | (4) | $100,000,000 | 0.0001476 | $14,760.00(5) | |
| Securities to be Offered by Selling Securityholders | ||||||||
| Fees Previously Paid | Equity | Common Stock, par value $0.001 per share | 457(c) | 675,536 | $47.56(6) | $32,128,492.16 | 0.00010910 | $3,505.22 |
| Equity | 3.00% Convertible Senior Notes due 2025 | 457(o) | $115,000,000(7) | 100% | $115,000,000.00(7) | 0.00010910 | $12,546.50 | |
| Equity | Common Stock, $0.001 par value per share, issuable upon conversion of the notes | 457(i) | 5,531,500(8) | – | – | – | – (9) | |
| Equity | Common Stock, $0.001 par value, issuable upon conversion of 4.0% Series C Convertible Preferred Stock, par value $0.001 per share | 457(c) | 6,474,135(10) | $47.56(6) | $307,909,860.60 | 0.00010910 | $33,592.97 | |
| Total Offering Amounts | $555,038,352.76 | $64,404.69 | ||||||
| Total Fees Previously Paid | $49,644.69(11) | |||||||
| Total Fee Offsets | ||||||||
| Net Fee Due | $14,760.00 | |||||||
| (1) | These “Calculation of Filing Fee Tables” shall be deemed to update the “Calculation of Registration Fee” table on the cover of the initial filing of this registration statement (File No. 333-251354). |
| (2) | An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of common stock, par value $0.001 per share, or common stock, is being registered as may be issued from time to time upon conversion of any debt securities that are convertible into common stock or pursuant to any anti-dilution adjustments with respect to any such convertible debt securities. |
| (3) | Includes rights to acquire common stock or preferred stock of the registrant under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
| (4) | The proposed maximum per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b of the Instructions to the Calculation of Filing Fee Tables and related disclosure on Form S-3. The aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $100,000,000. |
| (5) | Calculated pursuant to Rule 457(o) under the Securities Act. |
| (6) | Estimated solely for the purpose of calculating the registration fee and based on the average of the high and low sales prices of the common stock of $47.56 on December 10, 2020 as reported on the Nasdaq Capital Market, pursuant to Rule 457(c) under the Securities Act at the time of the prior fee payment in connection with the initial registration. |
| (7) | At the time of initial registration, represented the aggregate principal amount of 3.00% Convertible Senior Notes due 2025, or the notes, registered pursuant to the initial registration statement, which are to be offered by the selling securityholders named in the registration statement or such selling securityholders as may be named in one or more prospectus supplements. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act at the time of the prior fee payment in connection with the initial registration. |
| (8) | At the time of initial registration, represented the maximum number of shares of common stock issuable upon conversion of the notes registered pursuant to the initial registration statement at a conversion rate corresponding to the maximum conversion rate of 48.1000 shares of the registrant’s common stock per $1,000 principal amount of the notes. Pursuant to Rule 416 under the Securities Act, the registrant is also registering such indeterminate number of additional shares of common stock as may be issued from time to time upon conversion of the notes as a result of stock splits, stock dividends, or similar transactions or pursuant to any anti-dilution provisions of the notes. |
| (9) | No additional consideration will be received upon conversion of the notes, and therefore no separate registration fee is required pursuant to Rule 457(i) under the Securities Act. |
| (10) | The 6,474,135 shares of common stock registered pursuant to the initial registration statement are issuable upon the conversion at the initial conversion price of $38.6152 per share of common stock of 250,000 shares of 4.0% Series C Convertible Preferred Stock, or the Series C Convertible Preferred Stock, that were acquired by a selling securityholder in a private transaction. Pursuant to Rule 416 under the Securities Act, the registrant is also registering such indeterminate number of additional shares of common stock as may be issuable as a result of a stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event. |
| (11) | Previously paid in connection with the initial filing of this registration statement (File No. 333-251354). |
| This ‘POSASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 12/15/23 | None on these Dates | ||
| 12/10/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/15/23 Cryoport, Inc. POS AM 2:866K Toppan Merrill/FA |