ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Form 10-K. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors. See “Forward-Looking Statements” in this Form 10-K.
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.
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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. 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.
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.
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. Based on the current economic outlook, inflationary pressures could affect our financial performance in the future if cost increases cannot be offset by net realized annual price increases and productivity gains.
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. 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. 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. 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. 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.
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. 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. These policies require management’s most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. 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. 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.
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 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
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Operations, Intangible Assets and Goodwill, Convertible Senior Notes, Stock-based Compensation, and Income Taxes. See Note 2 – Summary of Significant Accounting Policies to our accompanying consolidated financial statements included under Part II, Item 8 “Financial Statements and Supplementary Data” 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 is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
Performance Obligations
At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. 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.
For arrangements under which the Company provides biological specimen storage services and logistics support and management to the customer, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement.
Revenue generated from short-term logistics and engineering consulting services provided to customers is recognized when the Company satisfies the contractually defined performance obligations. When a contract includes multiple performance obligations, the contract price is allocated among the performance obligations based upon the stand-alone selling prices. Approved contract modifications are accounted for as either a separate contract or as part of the existing contract depending on the nature of the modification.
Our performance obligations on our orders and under the terms of agreements with customers are generally satisfied within one year from a given reporting date and, therefore, we omit disclosure of the transaction price allocated to remaining performance obligations on open orders.
Shipping and handling activities related to contracts with customers are accounted for as costs to fulfill our promise to transfer the associated products pursuant to the accounting policy election allowed under Topic 606 and are not considered a separate performance obligation to our customers. Accordingly, the Company records amounts billed for shipping and handling as a component of revenue. 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.
Discontinued Operations
We review the presentation of planned business dispositions in the consolidated financial statements based on the available information and events that have occurred. The review consists of evaluating whether the business meets the definition of a component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In addition, we evaluate whether the business has met the criteria as a business held for sale. In order for a planned disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an active program to market the business and the expected disposition of the business within one year.
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Planned business dispositions are presented as discontinued operations when all the criteria described above are met. For those divestitures that qualify as discontinued operations, all comparative periods presented are reclassified as held for sale in the consolidated balance sheets. Additionally, the results of operations of a discontinued operation are reclassified to income or loss from discontinued operations, net of tax, for all periods presented in the consolidated statements of operations. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. These reclassifications have no impact on the Company’s previously reported consolidated net income (loss).
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. If the asset is not found to be recoverable, it is written down to the estimated fair value. 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 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.
Intangible assets with a definite life are comprised of patents, trademarks, software development costs and the intangible assets acquired in the Company’s acquisitions which include a non-compete agreement, technology, customer relationships, trade name/trademark, agent network, order backlog, developed technology and land use rights. 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. The Company uses the following valuation methodologies to value the significant intangible assets with a definite life acquired: income approach for customer relationships, replacement cost for agent network and software, and relief from royalty for trade name/trademarks and developed technology. The Company capitalizes costs of obtaining patents and trademarks, which are amortized, using the straight-line method over their estimated useful life of five years once the patent or trademark has been issued.
The Company evaluates the recoverability of identifiable intangible assets with a definite life whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to: (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected undiscounted future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. 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. 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. 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. As a result of our 2023 quantitative assessment, we concluded that goodwill related to the MVE reporting unit was impaired as of December 31, 2023, and recorded an impairment charge of $49.6 million in the consolidated statement of operations for the year ended December 31, 2023. 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
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Note 10 – Goodwill and Intangible Assets for additional information. As a result of our 2025 quantitative assessment, we concluded that goodwill is not impaired as of December 31, 2025.
Management will continue to monitor the reporting units for changes in the business environment that could impact the recoverability in future periods. The recoverability of goodwill is dependent upon the continued growth of revenue and cash flows from the Company’s business activities. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of the Company’s reporting units include adverse macroeconomic or geopolitical conditions; and fluctuations in foreign currency exchange rates impacting the results of operations and the value of foreign assets and liabilities. While historical performance and current expectations have resulted in fair values of our reporting units in excess of carrying values, if our assumptions are not realized, it is possible that an impairment charge may need to be recorded in the future.
Convertible Senior Notes
The Convertible Senior Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). Under ASC 815-40, to qualify for equity classification (or nonbifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s stock and (2) meet the requirements of the equity classification guidance. Based upon the Company’s analysis, it was determined the Convertible Senior Notes do contain embedded features indexed to its own stock, but do not meet the requirements for bifurcation and recognition as derivatives, and therefore do not need to be separately recognized. 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. 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 risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of our employee stock options. 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. 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. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate our tax position on a quarterly basis. We also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense.
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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
Gain on extinguishment of debt, net — 18,505 (18,505) (100.0%)
Total revenue by type (in thousands)
Year Ended December 31,
2025 2024 $ Change % Change
Revenue. 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.
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. Revenue from the support of commercial cell and gene therapies included in BioLogistics Solutions revenue was $29.9 million for the year ended December 31, 2025, representing a 23.9% year-over-year increase from $24.1 million in the prior year. 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.
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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.
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. 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. The increase in Life Sciences Products revenue was primarily driven by increased demand from customers in the EMEA and APAC regions and strong demand from animal health customers in the Americas. Revenue from the support of commercial cell and gene therapies included in Life Sciences Products revenue was $3.5 million and $1.8 for the years ended December 31, 2025 and 2024, respectively.
Gross margin and cost of revenue. 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.
Gross margin of Life Sciences Services revenue increased to 48.8% from 46.9% for the year ended December 31, 2025, as compared to the prior year, primarily as a result of a favorable revenue mix shift toward higher-margin offerings, including BioServices and BioStorage and the Company’s cost reduction initiatives implemented in 2024 and refined throughout 2025 as part of its pathway to profitability strategy. 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.
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. Our cost of products revenue was primarily comprised of materials, direct and indirect labor, inbound freight charges, purchasing and receiving, inspection, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs and depreciation expense for assets used in the manufacturing process were included in cost of products revenue.
Selling, general and administrative expenses. Selling, general and administrative (“SG&A”) expenses include the costs associated with selling our products and services and costs required to support our marketing efforts including legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions.
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. 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. 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. We continually strive to improve and expand the features of our portfolio of temperature-controlled services and products. Our primary developments are directed towards facilitating the safe, reliable and efficient transport and storage of life science commodities through innovative and technology-based solutions. 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. 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. 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.
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Investment Income. Investment income decreased by $0.1 million, for the year ended December 31, 2025, as compared to the prior year.
Interest expense. 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.
Gain on extinguishment of debt. During the year ended December 31, 2024, the Company repurchased $185.0 million in aggregate principal amount of the 2026 Convertible Senior Notes for a repurchase price of $163.1 million in cash, plus accrued and unpaid interest, resulting in a net gain of $18.5 million, which includes the write off of $2.7 million of unamortized debt issuance costs and $0.7 million of transaction costs.
Other income (expense), net. 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.
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. 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. 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.
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. The Company recorded two quarters of revenue from discontinued operations in 2025, compared with a full year of revenue in 2024. Income (loss) from discontinued operations, net of income tax increased by $122.3 million for the year ended December 31, 2025, as compared to the same period in 2024, due to the divestiture of the CRYOPDP business in the second quarter of 2025.
Net income (loss). Net income (loss) increased by $193.1 million for the year ended December 31, 2025, as compared to the prior year. This increase was primarily due to the gain on divestiture of the CRYOPDP business of $117.0 million recorded in 2025, and the impairment loss of $63.8 million recorded in 2024, which did not reoccur in 2025.
Adjusted EBITDA from continuing operations. Adjusted EBITDA from continuing operations increased by $12.0 million from a negative $17.8 million to a negative $5.8 million for the year ended December 31, 2025, as compared to the prior year, primarily due to gross margin expansion and reduced operating expenses resulting from the Company’s cost reduction initiatives. Adjusted operating costs declined as a result of headcount reductions, lower contractor utilization, project reprioritization, and tighter expense management across the organization. These actions collectively contributed to a meaningful year-over-year improvement in adjusted EBITDA as the Company continued to align its cost structure with current industry conditions and position the business for sustainable profitability.
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. 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. GAAP.
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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.
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. 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. Management believes adjusted EBITDA from continuing operations, when read in conjunction with our U.S. GAAP financials, is useful to investors because it provides a basis for meaningful period-to-period comparisons of our ongoing operating results, including results of operations, against investor and analyst financial models, identifying trends in our underlying business and performing related trend analyses, and it provides a better understanding of how management plans and measures our underlying business.
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.
Cryoport, Inc. and Subsidiaries
Adjusted EBITDA From Continuing Operations Reconciliation
(Unaudited, in thousands)
Three Months Ended Year Ended
December 31, December 31,
Non-GAAP adjustments to loss:
Acquisition and integration costs 6 3 75 655
Cost reduction initiatives — 310 642 842
Gain on extinguishment of debt, net — — — (18,505)
Impairment loss — — — 63,809
Other adjustments (401) — (401) —
Liquidity and Capital Resources
As of December 31, 2025, the Company had cash and cash equivalents of $250.5 million, short-term investments of $160.7 million and working capital of $257.2 million. We expect to continue to incur significant expenses for the foreseeable future and to incur operating losses in the near term while we make investments in new supply chain initiatives, geographic expansion and technology to support our anticipated growth. Historically, we have financed our operations primarily through sales of equity securities and debt instruments. Following the divestiture of the CRYOPDP business, we also expect to use the net proceeds from the divestiture for general corporate purposes.
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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. No assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company. The Company’s management believes that, based on its current plans and assumptions, which include the repayment of the 2026 Convertible Senior Notes at maturity, 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.
Cash flows Summary
For the Year Ended December 31,
(in thousands)
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. 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.
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. These proceeds were partially offset by facility expansions (including leasehold improvements, furniture and equipment) and additional purchases of Cryoport Express® Shippers, Smart Pak IITM 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.
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.
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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. The 2022 Repurchase Program expired on December 31, 2025 pursuant to its terms.
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. The authorized amount under the 2024 Repurchase Program was in addition to the 2022 Repurchase Program and did not modify the 2022 Repurchase Program. 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.
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.
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.
During the year ended December 31, 2025, the Company purchased 1,340,608 shares of its common stock under the Repurchase Programs at an average price of $7.45 per share, for an aggregate purchase price of $10.0 million. These shares were returned to the status of authorized but unissued shares of common stock. All share repurchases were made using cash resources and are reported in the period based on the settlement date of the applicable repurchase.
There were no shares of common stock repurchased during the years ended December 31, 2024 and 2023.
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. 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.”
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. 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. We invest our excess cash in high investment grade money market funds and investment grade short to intermediate-term fixed income securities. 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. 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”.
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Foreign Exchange Risk
We operate in the United States and other foreign countries, which creates exposure to foreign currency exchange 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. 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. 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. 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. 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.
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”.
Item 8.Financial Statements and Supplementary Data
Our annual consolidated financial statements are included in Part IV, Item 15 of this Form 10-K and are incorporated into this Item 8 by reference.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
(b) Management’s Report on Internal Control Over Financial Reporting.
Management’s Report on Internal Control Over Financial Reporting which appears on the following page is incorporated herein by reference.
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as of December 31, 2025, as stated in its attestation report included in Part II, Item 8. “Financial Statements and Supplementary Data” included elsewhere in this Form 10-K.
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(c) Changes In Internal Control Over Financial Reporting
During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.Other Information
Insider Trading Arrangements and Policies
No directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5–1 trading arrangement” or a “non-Rule 10b5–1 trading arrangement,” each as defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended, during the three months ended December 31, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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CRYOPORT, INC.
MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting is supported by written policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of the Company’s annual consolidated financial statements, management of the Company has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of the Company’s internal control over financial reporting.
Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
By: /s/ JERRELL W. SHELTON
Jerrell W. Shelton,
President and Chief Executive Officer
By: /s/ ROBERT STEFANOVICH
Robert Stefanovich,
Chief Financial Officer
March 5, 2026
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PART III
Item 10.Directors, Executive Officers and Corporate Governance
A list of our executive officers and their respective biographical information appears in Part I, Item 1 of this Form 10-K.
We have adopted a corporate code of conduct that applies to our directors and all employees, including our Chief Executive Officer and Chief Financial Officer. We have posted the text of our corporate code of conduct on our website at www.cryoportinc.com.
on the “Investor Relations: Governance” page under the heading “Governance Documents.” We intend to satisfy the requirement under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our corporate code of conduct by posting such information on our website.
The other information required under this item is incorporated by reference from our definitive proxy statement related to our 2026 Annual Meeting of Stockholders, or the Proxy Statement, to be filed with the SEC within 120 days of our fiscal year ended December 31, 2025.
Item 11.Executive Compensation
The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.
Item 13.Certain Relationships and Related Transactions, and Director Independence
The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.
Item 14.Principal Accountant Fees and Services
The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15.Exhibits and Financial Statement Schedules
(a)(1) Consolidated Financial Statements:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5
Notes to Consolidated Financial Statements F-10
(a)(2) Financial Statement Schedules: All financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.
(a)(3) Exhibits.
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Index to Exhibits
Exhibit No. Description
46
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Exhibit No. Description
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Exhibit No. Description
21+ Subsidiaries of Registrant.
101.SCH+ Inline XBRL Taxonomy Extension Schema Document.
101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document.
˄Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.
* Indicates a management contract or compensatory plan or arrangement.
+ Filed or furnished herewith.
Item 16.Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Cryoport, Inc.
By: /s/ JERRELL W. SHELTON
Jerrell W. Shelton
President and Chief Executive Officer
Date: March 5, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
Jerrell W. Shelton (Principal Executive Officer)
/s/ ROBERT S. STEFANOVICH Chief Financial Officer March 5, 2026
Robert S. Stefanovich (Principal Financial and Accounting Officer)
/s/ DANIEL M. HANCOCK Director March 5, 2026
Daniel M. Hancock
/s/ ROBERT HARIRI, M.D., PH.D. Director March 5, 2026
Robert Hariri, M.D., Ph.D.
/s/ RAMKUMAR MANDALAM, PH.D. Director March 5, 2026
Ramkumar Mandalam, Ph.D.
/s/ RAM JAGANNATH Director March 5, 2026
Ram Jagannath
/s/ LINDA BADDOUR Director March 5, 2026
Linda Baddour
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Cryoport, Inc. and Subsidiaries
Consolidated Financial Statements
As of December 31, 2025 and 2024
Years Ended December 31, 2025, 2024 and 2023
Table of Contents
Cryoport, Inc. and Subsidiaries
Consolidated Financial Statements
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5
Notes to Consolidated Financial Statements F-10
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Cryoport, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cryoport, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 5, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Trademark Valuation— MVE — Refer to Note 10 in the financial statements
Critical Audit Matter Description
Indefinite-lived intangible assets are comprised of trademarks and are tested for impairment annually using a relief from royalty method that relies on estimates of the future revenue growth rate, royalty rate, and discount rate. If the asset is not found to be recoverable, it is written down to the estimated fair value. Based on the quantitative impairment assessment performed in the fourth quarter of 2025, there has been no impairment recognized for indefinite-lived intangible assets for the current period.
We identified the trademark for MVE as a critical audit matter because of the significant judgments made by management to estimate the fair value of the MVE trademark that are affected by future market and economic conditions. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions.
F-2
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s significant assumptions and estimates related to the valuation of the MVE trademark included the following, among others:
– Historical revenues.
– Internal communications to management and the Board of Directors.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
March 5, 2026
We have served as the Company's auditor since 2023.
F-3
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Cryoport, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Cryoport, Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 5, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
March 5, 2026
F-4
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Cryoport, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
December 31,
ASSETS
Current Assets:
Prepaid expenses and other current assets 8,419 7,943
Current assets held for sale — 36,251
Operating lease right-of-use assets 39,720 39,920
Deferred tax assets 1,073 842
Long-term assets held for sale — 70,699
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and other accrued expenses $ 15,283 $ 15,895
Accrued compensation and related expenses 12,980 11,209
Current portion of operating lease liabilities 4,133 3,399
Current portion of finance lease liabilities 422 315
Current portion of notes payable 163 143
Current portion of contingent consideration — 2,808
Current liabilities held for sale — 15,435
Notes payable, net of current portion 1,087 1,114
Operating lease liabilities, net of current portion 39,078 38,551
Finance lease liabilities, net of current portion 741 800
Deferred tax liabilities 1,354 804
Other long-term liabilities 444 295
Contingent consideration, net of current portion 629 3,751
Long-term liabilities held for sale — 7,797
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.001 par value; 2,500,000 shares authorized:
Accumulated other comprehensive loss (3,483) (20,929)
Total liabilities and stockholders’ equity $ 764,989 $ 703,492
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
Cryoport, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
Years Ended
December 31,
Operating costs and expenses:
Other income (expense):
Gain on extinguishment of debt, net — 18,505 5,679
Provision for income taxes (1,799) (359) (345)
Net income (loss) per share — basic and diluted $ 1.40 $ (2.49) $ (2.21)
See accompanying notes to consolidated financial statements.
F-6
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Cryoport, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(in thousands)
Years Ended December 31,
Other comprehensive income, net of tax:
Foreign currency translation adjustments 12,901 (4,349) (1,266)
See accompanying notes to consolidated financial statements.
F-7
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Cryoport, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
Accumulated
Other
Class A Class B Class C Comprehensive Total
Net loss — — — — — — — — — (99,587) — (99,587)
Net loss — — — — — — — — — (114,756) — (114,756)
Net income — — — — — — — — — 78,301 — 78,301
See accompanying notes to consolidated financial statements.
F-8
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Cryoport, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Years Ended December 31,
Cash Flows From Operating Activities:
Non-cash operating lease expense 6,596 5,770 5,103
Realized loss on investments in equity securities — 48 —
Realized loss on available-for-sale investments 2,209 4,091 67
Gain on extinguishment of debt — (18,505) (5,679)
Gain on divested business (116,953) — —
Loss on disposal of property and equipment 1,012 384 954
Gain on insurance settlement — — (2,642)
Change in credit losses 304 (242) 822
Excess and obsolete inventory 393 234 —
Insurance proceeds for operations — — 1,212
Change in contingent consideration (5,207) (1,847) (890)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 1,353 (2,149) (103)
Operating lease liabilities (5,036) (5,340) (4,595)
Accounts payable and other accrued expenses (3,464) (76) (2,766)
Accrued compensation and related expenses 1,909 1,852 2,884
Net deferred tax liability 661 (377) (1,979)
Net cash used in operating activities (8,580) (16,323) (757)
Cash Flows From Investing Activities:
Insurance proceeds for loss of fixed assets — — 976
Software development costs (1,832) (2,886) (5,244)
Purchases of short-term investments — (50,721) (42,677)
Proceeds from divested business 210,239 — —
Cash paid for acquisitions — (313) (7,341)
Patent and trademark costs (1,234) (1,127) (871)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options 3,972 2,790 1,478
Repurchase of common stock (10,011) — —
Repayment of 2025 Convertible Senior Notes (14,344) — —
Repayment of notes payable (161) (141) (71)
Repayment of finance lease liabilities (530) (408) (202)
Net change in cash and cash equivalents 205,205 (1,057) 9,751
Supplemental Disclosure of Cash Flow Information:
Supplemental Disclosure of Non-Cash Financing Activities:
Intangible assets included in property and equipment $ — $ 252 $ 8,710
Purchase of equipment through finance lease obligation $ 388 $ 936 $ 1,112
See accompanying notes to consolidated financial statements.
F-9
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Cryoport, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Nature of the Business
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 market (“CGT market”). 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.
On June 11, 2025, the Company completed the previously disclosed divestiture of its specialty courier CRYOPDP business to designated affiliates of DHL Supply Chain International Holding B.V. (“DHL”) for $133.0 million. Pursuant to the terms of the sale and purchase agreement (the “Agreement”), DHL acquired 100% of the capital stock and voting rights of certain entities conducting business under the trade name “CryoPDP”, including each of PDP Courier Services (USA), Inc., Courier Polar Expres S.L., Advanced Therapy Logistics and Solutions, SAS and Cryo Express GmbH (collectively, the “Transaction”). The Transaction also included the repayment of approximately $77.2 million of outstanding intercompany loans owed by CRYOPDP to the Company. The Company and DHL also entered into certain related transaction agreements at the closing date of the Transaction, including a master partnership agreement, a transition services agreement and other customary agreements. The divestiture and strategic partnership with DHL are expected to enhance the Company’s ability to develop its 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 the Company’s long-term growth strategy.
The Transaction represents a strategic shift that has a major effect on the Company’s operations and financial results, and as a result, the results of the CRYOPDP business were classified as discontinued operations in our consolidated statements of operations and excluded from both continuing operations and segment results for all periods presented. Results of discontinued operations include all revenues and expenses directly derived from the CRYOPDP business. The CRYOPDP business was classified as held for sale in our consolidated balance sheet as of December 31, 2024. See Note 5 – Discontinued Operations for additional information about the divestiture of the CRYOPDP business.
The Company is a Nevada corporation and its common stock is traded on the NASDAQ Capital Market exchange under the ticker symbol “CYRX.”
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).