CYRX 10-K & 10-Q changes, risk factors and insider trading
Cryoport, Inc. · Nasdaq · Pharmaceutical Preparations · CIK 1124524 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“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. 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. …”see in full comparison
Our international operations and transactions depend upon favorable trade relations between the United States and the foreign countries in which our customers and suppliers have operations.see in full comparisonFor 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.It may be time consuming and expensive for us to adapt to any changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business. If such changes occur,including as a result of these recent changes,this could adversely affect ourbusiness.business and results of operations.
Additionally, our factories and facilities may be subject to catastrophic loss due to fire, flood, terrorism, increasing severity or frequency of extreme weather events, or other natural or man-made disasters, as well as disruptions due to a widespread outbreak of an illness or any other public health crisis, such as the COVID-19 pandemic.see in full comparisonIn 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. 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.
The occurrence of pandemics, epidemics or other public health crises could materially affect our business, financial condition, results of operations and cash flows, including due to negative impacts to the global economy, disruptions to global supply chains and workforce participation, and volatility and disruption of financial markets. For example,see in full comparisonsincefollowing 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 financialmarkets.markets,The COVID-19 pandemic and the measures taken by many countries in response havewhich adversely affectedand could in the future materially adversely impactour business operations, financial performance and results of operations. During the course of the COVID-19 pandemic, certain of our facilitieshaveexperienced 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.
“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. 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 in full comparison
As of December 31,see in full comparison2024,2025, we could also issue up to an additional7,841,5656,782,638 shares of our common stock upon exercise of outstanding options and vesting of restricted stock units and2,896,1242,437,831 shares of our common stock reserved for future issuance under our stock incentive plans. In addition, we reserved599,953 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 SeniorNotes,Notes and6,133,8766,382,937 shares of our common stock issuable upon conversion of our Series C Preferred Stock. The exercise of any options or vesting of restricted stock units, as well as the issuance of our common stock upon conversion of the 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.
Full comparison: every changed paragraph (15)
If we fail to procure sufficient components used in our products from our third-party manufacturers, we may be unable to deliver our solutions to our customers on a timely basis, which could lead to customer dissatisfaction and could harm our reputation and ability to compete. 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. 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 increaseincreases in costs. To date, we have not experienced any material delay that has adversely impacted our operations, but this does not mean that we will continue to have timely access to adequate supplies of essential materials and components in the future or that supplies of these materials and components will be available on satisfactory terms when needed. If our vendors for these materials and components are unable to meet our requirements, fail to make shipments in a timely manner, or ship defective materials or components, we could experience a shortage or delay in supply or fail to meet our contractual requirements, which would adversely affect our results of operations and negatively impact our cash flow and profitability. Continued delay in our ability to produce and deliver our products and services could also cause our customers to purchase alternative products and services from our competitors and/or harm our reputation.
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.
The occurrence of pandemics, epidemics or other public health crises could materially affect our business, financial condition, results of operations and cash flows, including due to negative impacts to the global economy, disruptions to global supply chains and workforce participation, and volatility and disruption of financial markets. For example, sincefollowing 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.markets, The COVID-19 pandemic and the measures taken by many countries in response havewhich adversely affected and could in the future materially adversely impact our business operations, financial performance and results of operations. During the course of the COVID-19 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.
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, epidedemicepidemic 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. Other potential impacts on us resulting from pandemics, epidemics or other public health crises may include, but not limited to, material adverse effects on our manufacturing, supply chain and distribution channels, our ability to execute our strategic plans, and our profitability. The potential effects of pandemics, epidemics or other public health crises may also impact and potentially heighten many of our other risk factors discussed in this “Risk Factors” section.
Additionally, our factories and facilities may be subject to catastrophic loss due to fire, flood, terrorism, increasing severity or frequency of extreme weather events, or other natural or man-made disasters, as well as disruptions due to a widespread outbreak of an illness or any other public health crisis, such as the COVID-19 pandemic. 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. 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.
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. 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.
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. Without the timely introduction of new products, services and enhancements, our products and services may become obsolete over time, in which case our revenue and operating results could suffer.
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 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.
Our international operations and transactions depend upon favorable trade relations between the United States and the foreign countries in which our customers and suppliers have operations. 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. It may be time consuming and expensive for us to adapt to any changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business. If such changes occur, including as a result of these recent changes, this could adversely affect our business.business and results of operations.
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. 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. 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. If disputes and conflicts further escalate, actions by governments in response could be significantly more severe and restrictive.
WeAlthough we generated net income of $78.3 million for the year ended December 31, 2025, we have historically incurred asignificant netlosses, lossincluding losses of $114.8 million and $99.6 million million for the years ended December 31, 2024 and 2023, respectively.resepectively. As of December 31, 2024,2025, we had an accumulated deficit of $757.2$688.9 million. In order to achieve and sustain revenue growth in the future, we must expand our market presence and revenues from existing and new customers. We may continue to incur losses in the future and may never generate revenues sufficient to become profitable or to sustain profitability. Continuing losses may impair our ability to raise the additional capital required to continue and expand our operations.
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. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. 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.
As a result, the Series C Preferred Stockholders have the ability to influence the outcome of certain matters affecting our governance and capitalization. The sponsors of the Series C Preferred Stockholders are in the business of making or advising on investments in companies, including businesses that may directly or indirectly compete with certain portions of our business, and they may have interests that diverge from, or even conflict with, those of our other shareholders. 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.
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.
As of December 31, 2024,2025, we could also issue up to an additional 7,841,5656,782,638 shares of our common stock upon exercise of outstanding options and vesting of restricted stock units and 2,896,1242,437,831 shares of our common stock reserved for future issuance under our stock incentive plans. 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,Notes and 6,133,8766,382,937 shares of our common stock issuable upon conversion of our Series C Preferred Stock. The exercise of any options or vesting of restricted stock units, as well as the issuance of our common stock upon conversion of the 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.
Management's Discussion & Analysis (MD&A)
New heading “Segment Reporting”
New heading “Convertible Senior Notes”
Removed heading “Business segment results”
Removed heading “Adjusted EBITDA”
Removed heading “Revenue at Constant Currency”
Largest changes
see in full comparisonWeThetestCompany evaluates goodwillfor impairmenton an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist.EventsSuchthatindicatorswould indicate impairment and trigger an interim impairment assessmentcould include, but are not limitedto,to:current economic and market conditions, including a decline in market capitalization,(1) a significant adverse change in legalfactors,factors or in businessclimateclimate, (2) unanticipated competition, oroperational performance of the business, and(3) an adverse action or assessment by a regulator.AccountingForguidance also permits an optional qualitative assessment for goodwill to determine whether it is more likely than not that the carrying value of aeach reporting unitexceedsbeingitstested,fairthevalue.CompanyIf, after this qualitative assessment, we determine that it is not more likely than not thatcompares the fair value ofathe reporting unitis less thanwith its carryingamount,amount and thennorecognizesfurtheranquantitativeimpairmenttestingchargewould be necessary. A quantitative assessment is performed iffor thequalitativeamountassessmentbyresults in a more likely than not determination or if a qualitative assessment is not performed. The quantitative assessment considers whetherwhich 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 unitexceedswasitsimpairedfairasvalue,ofinDecemberwhich31,case2023, and recorded an impairment chargeisofrecorded$49.6tomillion in theextentconsolidated statement of operations for thereportingyearunit’sendedcarryingDecembervalue31,exceeds its fair value.2023. As a result of an interim impairment assessment performed as of June 30, 2024, we concluded thatthere has been no impairment ofthegoodwill associated with the CRYOPDP reporting unit as its carrying value did not exceed its estimated fair value. We further concluded thatgoodwill related to the MVE reporting unitiswas 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 31,20242024,(see 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.
“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. 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. …”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
Indefinite-lived intangible assets are comprised of trade name/trademarks acquired in the Company’ssee in full comparisonrecentacquisitions, 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 rebrandinginitiativeinitiative,(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.
Full comparison: every changed paragraph (74)
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.
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. 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. 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.
Inflation generally impacts us by increasing our costs of labor, material, transportation and pricing from third party manufacturers. While theThe 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.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.
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.
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,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, BusinessDiscontinued Combinations,Operations, Intangible Assets and Goodwill, Convertible Senior Notes, Stock-based Compensation, and Income Taxes. See Note 2: “– Summary of Significant Accounting Policies” ofto 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.
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 freight,courier services, revenue is recognized upon delivery of the shipper to the customer.
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 condensed consolidated statements of operations.
BusinessDiscontinued CombinationsOperations
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.
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).
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. 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. 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. 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. 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. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. We base our assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. We believe the estimated purchased customer relationships, agent networks, software, developed technologies, and trademarks/tradenames so determined represent the fair value at the date of acquisition and do not exceed the amount a third party would pay for the assets.
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. The amortization expense is recorded within selling, general and administrative expense in the consolidated statements of operations. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. 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 estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2024. 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.
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. 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 initiativeinitiative, (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.
WeThe testCompany evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. EventsSuch thatindicators would indicate impairment and trigger an interim impairment assessmentcould include, but are not limited to,to: current economic and market conditions, including a decline in market capitalization,(1) a significant adverse change in legal factors,factors or in business climateclimate, (2) unanticipated competition, or operational performance of the business, and(3) an adverse action or assessment by a regulator. AccountingFor guidance also permits an optional qualitative assessment for goodwill to determine whether it is more likely than not that the carrying value of aeach reporting unit exceedsbeing itstested, fairthe value.Company If, after this qualitative assessment, we determine that it is not more likely than not thatcompares the fair value of athe reporting unit is less thanwith its carrying amount,amount and then norecognizes furtheran quantitativeimpairment testingcharge would be necessary. A quantitative assessment is performed iffor the qualitativeamount assessmentby results in a more likely than not determination or if a qualitative assessment is not performed. The quantitative assessment considers whetherwhich 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 exceedswas itsimpaired fairas value,of inDecember which31, case2023, and recorded an impairment charge isof recorded$49.6 tomillion in the extentconsolidated statement of operations for the reportingyear unit’sended carryingDecember value31, exceeds its fair value.2023. As a result of an interim impairment assessment performed as of June 30, 2024, we concluded that there has been no impairment of the goodwill associated with the CRYOPDP reporting unit as its carrying value did not exceed its estimated fair value. We further concluded that goodwill related to the MVE reporting unit iswas 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, 20242024, (see 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.
Total revenue by markettype (in thousands)
Revenue. Revenue decreasedincreased by $4.9$19.4 million, or 2.1%,12.4%, to $228.4$176.2 million for the year ended December 31, 2024,2025, as compared to $233.3$156.8 million for the year ended December 31, 2023.2024.
Life Sciences Services revenue increased by $9.6$14.5 million, or 6.6%,17.6%, from $144.1$82.0 million to $153.7$96.5 million for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. This increase was driven by year-over-year growth in BioLogistics Solutions revenue and BioStorage/BioServices and Commercial Cell & Gene therapy revenue of 10.6%16.6% and 20.1%,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 701760 clinical trials globally at year end 2024,2025, of which 8186 of these clinical trials were in phase 3, representing an overall increase of 2659 clinical trials from 675701 clinical trials at year end 2023. Our company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development of cell & gene therapies and our future growth.2024.
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 decreasedincreased by $14.4$5.0 million, or 16.2%,6.6%, from $89.2$74.7 million to $74.7$79.7 million for the year ended December 31, 2024,2025, as compared to the same period in 2023. This was primarily a result of decreased demand for cryogenic systems that commenced during the second quarter of 2023.2024. 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 Cell and Gene TherapyCGT 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, 20242025 was 43.6%47.1% of total revenue, as compared to 42.6%44.4% of total revenue for the year ended December 31, 2023.2024. Cost of total revenue decreasedincreased $5.2$6.0 million to $128.8$93.1 million for the year ended December 31, 2024,2025, as compared to $133.9$87.1 million in the same period in 2023.2024.
Gross margin forof ourLife lifeSciences sciences servicesServices revenue was 44.5% of services revenue, as comparedincreased to 43.2%48.8% offrom services revenue46.9% for the year ended December 31, 2023.2025, 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 iswas 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 forof ourLife lifeSciences sciences productsProducts revenue remained flat at 41.7% of products revenue, as comparedincreased to 41.6%45.2% offrom products revenue41.7% for the year ended December 31, 2023.2025, Lifeas Sciencescompared Productsto revenue,the relatedprior cost of revenue and resulting gross margins wereyear, primarily driven by ourmanufacturing efficiency improvements within the MVE Biological Solutions business.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.
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.
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. This increase is driven by the further build out of our competencies and infrastructure to support the continuing scaling of our business and demand for Cryoport’s systems and solutions and buildout of new competencies, such as IntegriCellTM platform, a standardized integrated apheresis cryopreservation and distribution solution for cell therapies. In October 2024, we announced the launch of our new state-of-the-art IntegriCellTM facility within our Houston campus. This offering addresses another critical aspect in optimizing the supply chain for the development and commercialization of cell-based therapies. Wages and associated employee costs increased $8.5 million from $67.4 million in 2023 to $75.8 million in 2024. Depreciation and amortization increased $2.2 million, primarily due to additional fixed assets purchased or acquired in our recent business acquisitions and the launch of Cryoportal® 2 Logistics Management Platform in May 2023, an increase of $1.8 million as a result of cost alignment and reprioritization initiatives and an increase of $0.5 million in public company related expenses (including legal, audit and internal control audit fees). These increases were partially offset by a decrease of $6.0 million in integration and acquisition costs primarily as a result of actively exploring a strategic business opportunity in 2023 that did not occur in 2024, a decrease of $2.7 million in stock compensation expense, and a decrease of $2.2 million related to the change in contingent consideration.
Engineering and development expenses. Engineering and development expenses decreased by $0.3$0.7 million, or 1.8%,3.8%, for the year ended December 31, 2024,2025, as compared to the same period in 2023.2024. The decrease was primarily due to a decrease of $0.5 million in dues and subscription, a decrease of $0.5$1.1 million in development costs, consulting and prototype expenses and a decrease of $0.3$0.6 million in stock compensation expense. These decreases were partially offset by an increase of $1.1$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 Cryoport Express®, Cryoport ELITE™ Solutions and portfolio of temperature-controlled services and products, such as the recently introduced Cryoport Express® Cryogenic HV3 Shipping System.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.
Interest expense. Interest expense decreased by $1.4$1.6 million, from $5.5$4.0 million to $4.1$2.4 million for the year ended December 31, 2024,2025, 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 repurchaserepayment of the 20262025 Convertible Senior Notes upon maturity in 2024.June 2025.
Other income (expense), net. The decreaseincrease in other income (expense), net for the year ended December 31, 2024,2025, as compared to the prior year is primarily due to ana increasedecrease of $6.3$4.3 million in short-term investment net unrealized loss, a decrease of $2.7$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, 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.revaluation.
Provision for income taxes. The provision for income taxes increased by $1.0$1.4 million for the year ended December 31, 2024,2025, as compared to the same period in the prior year, resulting in effective tax rates of negative 1.1%5.6% and negative 0.2%,0.3%, respectively. The increase in tax expense and the decrease in the effective tax rate for the year ended December 31, 2024,2025, 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 1.1%5.6% for the year ended December 31, 2024,2025, 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 impairmentexpiration of goodwilla 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.
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.
Business segment results
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. Adjusted EBITDA increased from ($14.6) million to ($10.4) million for the year ended December 31, 2024, as compared to the same period in 2023. Refer to the discussion of Life Sciences Services revenue in the Results of Operations section above for discussion of the key drivers of revenues from this segment. Segment expenses were higher due to increased cost of revenues from increased sales and an increase in employee related expenses of $10.7 million. These increases were partially offset by a decrease in other segment items of $2.7 million and a decrease in engineering and development expenses of $1.0 million.
Life Sciences Products revenue decreased from $89.0 million to $72.0 million for the year ended December 31, 2024, as compared to the same period in 2023 as a result of decreased demand for cryogenic systems. Adjusted EBITDA decreased from $20.2 million to $12.7 million for the year ended December 31, 2024, as compared to the same period in 2023. Refer to the discussion of Life Sciences Products revenue in the Results of Operations section above for discussion of the key drivers of revenues from this segment which are exclusively Life Sciences Products. Segment expenses were lower due to decreased cost of revenues from decreased sales volume and lower employee related expenses of $1.9 million due to cost reduction measures. See Note 20 in the accompanying consolidated financial statements.
We provide adjusted EBITDA andfrom revenuecontinuing atoperations, constant currency, botha non-GAAP financial measures,measure, as a supplemental measuresmeasure 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 andfrom revenuecontinuing at constant currency,operations, should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP.
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.
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. 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. Management believes adjusted EBITDA, 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 to net loss, the most directly comparable U.S. GAAP financial measure, is presented below.
Adjusted EBITDA Reconciliationfrom (Unaudited,continuing in thousands)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.
Revenue at Constant Currency
We believe that revenue growth is a key indicator of how our Company is progressing from period to period and we believe that the non-GAAP financial measure “revenue at constant currency” is useful to investors in analyzing the underlying trends in revenue. Under U.S. GAAP, revenue received in local (non-U.S. dollar) currency is translated into U.S. dollars at the average exchange rate for the period presented. As a result, fluctuations in foreign currency exchange rates affect the results of our operations and the value of our foreign assets and liabilities, which in turn may adversely affect results of operations and cash flows and the comparability of period-to-period results of operations. When we use the term “constant currency,” it means that we have translated local currency revenue for the current reporting period into U.S. dollars using the same average foreign currency exchange rates for the conversion of revenue into U.S. dollars that we used to translate local currency revenue for the comparable reporting period of the prior year.
Changes in foreign currency exchange rates had an unfavorable impact on our results of operations and cash flow from our operations in EMEA and APAC during the year ended December 31, 2024. Our revenue would have been $0.3 million higher in constant currency for the year ended December 31, 2024.
However, we also believe that data on constant currency period-over-period changes have limitations, particularly as the currency effects that are eliminated could constitute a significant element of our revenue and could significantly impact our performance. We therefore limit our use of constant currency period-over-period changes to a measure for the impact of currency fluctuations on the translation of local currency revenue into U.S. dollars. We do not evaluate our results and performance without considering both period-over-period changes in non-GAAP constant currency revenue on the one hand and changes in revenue prepared in accordance with U.S. GAAP on the other. We caution the readers of this report to follow a similar approach by considering revenue on constant currency period-over-period changes only in addition to, and not as a substitute for, or superior to, changes in revenue prepared in accordance with U.S. GAAP.
RevenuesAdjusted byEBITDA MarketFrom atContinuing ConstantOperations CurrencyReconciliation (Unaudited, in thousands)
As of December 31, 2024,2025, the Company had cash and cash equivalents of $45.3$250.5 million, short-term investments of $216.5$160.7 million and working capital of $277.0$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.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors described in Part I, Item 1A, Risk Factors, in the 2025 Annual Report, which could materially and adversely affect our business, financial condition and results of operations. These risk factors do not identify all of the risks that we face. Our business, financial condition and results of operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026 compared to six months ended June 30, 2025:”
New heading “Revenue by type”
Largest changes
“Six months ended June 30, 2026 compared to six months ended June 30, 2025:”see in full comparison
“Life Sciences Services revenue increased by $7.6 million, or 16.2%, from $47.2 million to $54.9 million for the six months ended June 30, 2026, as compared to the same period in 2025. This increase was driven by year-over-year growth in BioLogistics Solutions revenue and BioStorage/BioServices revenue of 14.6% and 22.8%, respectively, demonstrating strong demand for our services offerings. …”see in full comparison
“Engineering and development expenses. Engineering and development expenses increased by $0.7 million, or 8.8%, for the six months ended June 30, 2026, as compared to the same period in 2025. We continue to invest in enhancing and expanding the capabilities of our Cryoport Express®, Cryoport ELITE™ Solutions, and broader portfolio of temperature-controlled services, as well as in advancing our digital and information strategy, including the deployment of generative artificial intelligence (AI). …”see in full comparison
“Gross margin for our Life Sciences Products revenue was 42.1%, as compared to 43.7% for the six months ended June 30, 2025. 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.”see in full comparison
“Gross margin for our Life Sciences Services revenue was 49.4%, as compared to 48.4% for the six months ended June 30, 2025. Our cost of services revenue was 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.”see in full comparison
Full comparison: every changed paragraph (45)
The following management’s discussion and analysis of the Company’s financial condition and results of operations (“MD&A”) should be read in conjunction with the condensed consolidated balance sheet as of MarchJune 31,30, 2026 (unaudited) and the consolidated balance sheet as of December 31, 2025 (audited) and the related unaudited condensed consolidated statements of operations, comprehensive loss,income (loss), and stockholders’ equity for the three and six months ended MarchJune 31,30, 2026 and 2025, and cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 and the related notes thereto (see Part I, Item 1. Financial Statements), as well as the audited consolidated financial statements of the Company for the years ended December 31, 2025, 2024 and 2023, included in the Company’s 2025 Annual Report.
Over the past several years, we have established ourselves as a leading provider of temperature-controlled supply chain solutions supporting the clinical development and commercial launch of cell and gene therapies globally. As of MarchJune 31,30, 2026, we supported 766779 clinical trials, of which 9194 were in Phase 3, and 2122 commercial therapies. We believe regenerative medicine advanced therapies that successfully advance through the clinical trial process and obtain regulatory approval represent a significant long-term revenue opportunity for the Company, as the majority of these therapies require comprehensive, temperature-controlled supply chain solutions and related services at commercial scale. We also expect to retain many of these programs as commercial customers, given our involvement during the clinical trial phase and our track record of innovation and responsiveness to customer needs. Revenue generated from our support of commercial therapies (“Commercial Cell and Gene Therapy revenue”) currently consists of BioLogistics Solutions revenue, BioServices revenue, and Life Sciences Products revenue.
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, bioservices and cryopreservation services within the life science industry through direct sales. Revenue from this reportable segment is primarily comprised of Life Sciences Services revenue and 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 16 – Segment Reporting in our accompanying condensed consolidated financial statements for additional information about our segments.
Three months ended MarchJune 31,30, 2026 compared to three months ended MarchJune 31,30, 2025:
Revenue. Revenue increased by $6.8$3.5 million, or 16.5%,7.7%, from $41.0$45.5 million to $47.8$49.0 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025.
Life Sciences Services revenue increased by $4.0$3.6 million, or 17.6%,14.8%, from $22.9$24.4 million to $26.9$28.0 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. This increase was driven by year-over-year growth in BioLogistics Solutions revenue and BioStorage/BioServices revenue of 16.9%12.5% and 20.7%,24.8%, respectively, demonstrating strong demand for our services offerings. Commercial Cell and Gene Therapy revenue included in BioLogisticsLife SolutionsSciences Services revenue wasincreased $8.6by $1.9 million, or 26.5%, from $7.5 million to $9.4 million for the three months ended MarchJune 31,30, 2026, representingas acompared 19.8%to year-over-yearthe increaseprior fromperiod, $7.2and included BioLogistics and BioStorage/BioServices revenue of $8.8 million and $0.6 million, respectively, compared to $7.5 million and $0, respectively, in the prior year period. We also continued to gain clinical trial market share with Cryoport supporting a total of 766779 clinical trials globally at MarchJune 31,30, 2026, of which 9194 of these clinical trials were in phase 3, representing an overall increase of 5551 clinical trials from 711728 clinical trials at MarchJune 31,30, 2025. Revenue from the support of CGT clinical trials was $13.4 million for the three months ended June 30, 2026, representing a 12.6% year-over-year increase from $11.9 million in the prior period. Our companyCompany continues 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 increaseddecreased by $2.7$0.1 million, or 15.0%,0.4%, from $18.2$21.1 million to $20.9$21.0 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. Life Sciences Products revenue was primarily driven by demand from customers in the EMEAAmericas and APAC regions and strong demand from animal health customers in the Americas.region. Commercial Cell and Gene Therapy revenue included in Life Sciences Products revenue was $0.4 million$0 and $0$1.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
Gross margin and cost of revenue. Gross margin for the three months ended MarchJune 31,30, 2026 was 45.8%46.6% of total revenue, as compared to 45.4%47.0% of total revenue for the three months ended MarchJune 31,30, 2025. Cost of total revenue increased $3.5$2.1 millionmillion, or 8.6%, to $25.9$26.1 million for the three months ended MarchJune 31,30, 2026, as compared to $22.4$24.1 million in the same period in 2025.
Gross margin for our Life Sciences Services revenue was 48.9%,49.9%, as compared to 47.9%48.9% for the three months ended MarchJune 31,30, 2025. Our cost of services revenue iswas 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.
Gross margin for our Life Sciences Products revenue was 41.9%,42.2%, as compared to 42.3%44.9% for the three months ended MarchJune 31,30, 2025. Life Sciences Products revenue, related cost of revenue and resulting gross margins were primarily driven by our MVE Biological Solutions (“MVE”) business. 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.
SG&A expenses increased by $5.7$1.1 million, or 26.1%4.1%, as compared to the same period in 2025. This increase was primarily driven by the releaseincreases of contingent consideration of $5.2$0.4 million in thestock-based firstcompensation quarterexpense, of$0.4 2025, that did not recurmillion in 2026,facility and another increaseoverhead ofallocations, $1.1and $0.3 million in wages and associated employee costs. These increases were offset by a decrease of $0.6 million in stock compensation.
Engineering and development expenses. Engineering and development expenses remainedincreased flatby $0.7 million, or 17.8%, for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. We continue to invest in enhancing and expanding the capabilities of our Cryoport Express®, Cryoport ELITE™ Solutions,Solutions and broader portfolio of temperature-controlled services, as well as in advancing our digital and information strategy, including the deployment of generative artificial intelligence (AI). These initiatives are focused on enabling the safe, reliable, and efficient transport and storage of life sciences commodities through innovative, technology-driven solutions.
Investment Income.income. Investment income increased by $1.5$1.7 million for the three months ended MarchJune 31,30, 2026, as compared to the prior year.
Interest expense. Interest expense decreased by $0.2$0.1 million for the three months ended MarchJune 31,30, 2026, as compared to the prior year.
Other expense, net. Other expense, net increaseddecreased by $2.1$2.6 million for the three months ended MarchJune 31,30, 2026, as compared to the prior year. This was primarily due to an increase of $1.9$1.3 million in short-term investment net unrealized lossesgains and ana increasedecrease of $0.2$1.3 million inrelated to foreign currency loss.losses.
Provision for income taxes. The provision for income taxes decreasedincreased by $0.1$0.2 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, resulting in effective tax rates of negative 1.2%6.5% and negative 3.6%,2.3%, respectively. The decreaseincrease in tax expense and increasethe decrease in the effective tax rate for the three months ended MarchJune 31,30, 2026, as compared to the prior year is primarily due to lower taxable foreign earnings. The negative effective tax rate of 1.2%negative 6.5% for the three months ended MarchJune 31,30, 2026, 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, income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate, and excess tax benefits associated with share-based compensation.
Discontinued operations. LossIncome (loss) from discontinued operations, net of income tax decreased $4.1$120.9 million for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. This was2025, due to the gain on sale of the CRYOPDP divestiturebusiness beingrecorded completedin discontinued operations in the second quarter of 2025.
Six months ended June 30, 2026 compared to six months ended June 30, 2025:
The following table summarizes certain information derived from our unaudited condensed consolidated statements of operations (in thousands):
Total revenue by type (in thousands):
Revenue. Revenue increased by $10.3 million, or 11.9%, from $86.5 million to $96.8 million for the six months ended June 30, 2026, as compared to the same period in 2025.
Revenue by type
Life Sciences Services revenue increased by $7.6 million, or 16.2%, from $47.2 million to $54.9 million for the six months ended June 30, 2026, as compared to the same period in 2025. This increase was driven by year-over-year growth in BioLogistics Solutions revenue and BioStorage/BioServices revenue of 14.6% and 22.8%, respectively, demonstrating strong demand for our services offerings. Commercial Cell and Gene Therapy revenue included in Life Sciences Services revenue increased by $3.4 million, or 23.2%, from $14.6 million to $18.0 million for the six months ended June 30, 2026, as compared to the prior period, and included BioLogistics and BioStorage/BioServices revenue of $16.9 million and $1.1 million, respectively, compared to $14.6 million and $0, respectively, in the prior period. We also continued to gain clinical trial market share with Cryoport supporting a total of 779 clinical trials globally at June 30, 2026, of which 94 of these clinical trials were in phase 3, representing an overall increase of 51 clinical trials from 728 clinical trials at June 30, 2025. Revenue from the support of CGT clinical trials was $26.3 million for the six months ended June 30, 2026, representing a 14.8% year-over-year increase from $22.9 million in the prior period. Our Company continues 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 $2.6 million, or 6.7%, from $39.3 million to $41.9 million for the six months ended June 30, 2026, as compared to the same period in 2025. 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. Life Sciences Products revenue was primarily driven by demand from customers in the EMEA and APAC regions and strong demand from Animal Health customers in the Americas. Commercial Cell and Gene Therapy revenue included in Life Sciences Products revenue was $0.4 million and $1.2 million for the six months ended June 30, 2026 and 2025, respectively.
Gross margin and cost of revenue. Gross margin for the six months ended June 30, 2026 was 46.2% of total revenue, as compared to 46.3% of total revenue for the six months ended June 30, 2025. Cost of total revenue increased $5.6 million to $52.0 million for the six months ended June 30, 2026, as compared to $46.5 million in the same period in 2025.
Gross margin for our Life Sciences Services revenue was 49.4%, as compared to 48.4% for the six months ended June 30, 2025. Our cost of services revenue was 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.
Gross margin for our Life Sciences Products revenue was 42.1%, as compared to 43.7% for the six months ended June 30, 2025. 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. SG&A expenses include the costs associated with selling our services and products, costs required to support our marketing efforts including legal, accounting, patent and shareholder services, amortization of intangible assets and other administrative functions.
SG&A expenses increased by $6.8 million, or 14.0%, as compared to the same period in 2025. This increase was primarily driven by the release of contingent consideration of $5.2 million in the first quarter of 2025 that did not recur in 2026, and increases of $1.4 million in wages and associated employee costs and $0.2 million in marketing costs.
Engineering and development expenses. Engineering and development expenses increased by $0.7 million, or 8.8%, for the six months ended June 30, 2026, as compared to the same period in 2025. We continue to invest in enhancing and expanding the capabilities of our Cryoport Express®, Cryoport ELITE™ Solutions, and broader portfolio of temperature-controlled services, as well as in advancing our digital and information strategy, including the deployment of generative artificial intelligence (AI). These initiatives are focused on enabling the safe, reliable, and efficient transport and storage of life sciences commodities through innovative, technology-driven solutions.
In parallel, our engineering and development efforts support the ongoing advancement of MVE’s portfolio of cryogenic equipment, including stainless-steel freezers, aluminum dewars, and related ancillary products used in the storage and transport of life sciences materials. Recent developments include the Fusion® 800 Series, built on MVE’s patented Fusion technology, a self-sustaining cryogenic freezer that eliminates the need for a continuous liquid nitrogen (LN₂) supply and is designed for space-constrained environments, as well as the MVE CryoVerse™ Connect controller platform.
We supplement our internal engineering and development capabilities with subject matter experts and external consultants to enhance technical expertise and accelerate development timelines.
Investment income. Investment income increased by $3.2 million for the six months ended June 30, 2026, as compared to the prior year.
Interest expense. Interest expense decreased by $0.3 million for the six months ended June 30, 2026, as compared to the prior year.
Other expense, net. Other expense, net decreased by $0.5 million for the six months ended June 30, 2026, as compared to the prior year.
Provision for income taxes. The provision for income taxes increased by $0.1 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, resulting in effective tax rates of negative 3.6% and negative 2.8%, respectively. The increase in tax expense and decrease in the effective tax rate for the six months ended June 30, 2026, as compared to the prior year is primarily due to lower taxable foreign earnings. The effective tax rate of negative 3.6% for the six months ended June 30, 2026 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, income earned by certain foreign subsidiaries being taxed at different rates than the U.S. federal statuary rate, and excess tax benefits associated with share-based compensation.
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. Income (loss) from discontinued operations, net of income tax decreased $116.7 million for the six months ended June 30, 2026, as compared to the same period in 2025, due to the gain on sale of the CRYOPDP business recorded in discontinued operations in the second quarter of 2025.
As of MarchJune 31,30, 2026, the Company had cash and cash equivalents of $272.9$269.3 million, short-term investments of $130.7$127.4 million and had working capital of $245.7$239.2 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, and repay our 2026 Convertible Senior Notes. 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.
For the threesix months ended MarchJune 31,30, 2026, our cash provided by operating activities of $3.7$4.9 million reflects the net loss of $10.5$18.8 million offset by non-cash expenses of $12.6$22.8 million,million primarily comprised of $6.4$13.0 million of depreciation and amortization, $2.4$4.8 million of stock-based compensation, $1.2$2.4 million of non-cash operating lease expense, unrealizedand loss on investments in equity securities of $1.1 million, anda loss on available-for-sale investments of $1.0$1.4 million. Also contributing to the cash impact of our net operating loss, excluding non-cash items was an increase in accounts receivable of $5.7$3.1 million, a decrease in operating lease liabilities of $1.2$2.3 million, and a decrease in accounts payable and other accrued expenses of $0.6 million, which were partially offset by an increase in accrued compensation and related expenses of $4.1$0.8 million, which were partially offset by a decrease in prepaid expenses and other current assets of $2.2$2.8 million, an increase in deferred revenue of $1.4 million, and a decrease in inventories of $1.3$1.7 million, and an increase in accounts payable and other accrued expenses of $1.2 million.
Net cash provided by investing activities of $18.7$12.9 million during the threesix months ended MarchJune 31,30, 2026 was primarily due to the proceeds from the maturity of short-term investments of $29.0$33.0 million, which waswere 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 $10.0$19.1 million.
Net cash provided by financing activities totaled $0.1$0.7 million during the threesix months ended MarchJune 31,30, 2026.2026, primarily comprised of proceeds of $1.0 million from the exercise of stock options, which were partially offset by the repayment of lease liabilities of $0.2 million.
There were no sharesrepurchases of commonthe stock or2026 Convertible Senior Notes that were repurchased during the threesix months ended MarchJune 31,30, 2026 and 2025.
There were no shares repurchased during the six months ended June 30, 2026. During the six months ended June 30, 2025, the Company purchased 628,217 shares of its common stock under the Repurchase Programs at an average price of $6.76 per share, for an aggregate purchase price of $4.2 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.
As of MarchJune 31,30, 2026, 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.
CYRX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (4 insiders, 5 trade dates, 256,441 shares, about $4.1M; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -256,441 (purchases minus sales); net value about -$4.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-11 | Shelton Jerrell |
Open-market sale |
28,800 | $14.91 | $429.4K |
| 2026-06-11 | Zecchini Edward J |
Open-market sale | 33,600 | $14.47 | $486.2K |
| 2026-06-11 | Zecchini Edward J |
Option exercise | 33,600 | $4.80 | $161.3K |
| 2026-06-10 | Zecchini Edward J |
Open-market sale | 1,400 | $15.23 | $21.3K |
| 2026-06-10 | Zecchini Edward J |
Option exercise | 1,400 | $4.80 | $6.7K |
| 2026-06-08 | Mandalam Ramkumar |
Open-market sale | 23,214 | $15.44 | $358.4K |
| 2026-06-05 | Baddour Linda |
Grant/award | 10,350 | — | — |
| 2026-06-05 | Hancock Daniel M |
Grant/award | 10,350 | — | — |
| 2026-06-05 | Hariri Robert J |
Grant/award | 10,350 | — | — |
| 2026-06-05 | Mandalam Ramkumar |
Grant/award | 10,350 | — | — |
| 2026-06-04 | Stefanovich Robert |
Open-market sale | 169,427 | $16.27 | $2.8M |
| 2026-04-21 | Shelton Jerrell |
Option exercise | 104,007 | $1.87 | $194.5K |
Well-known investors holding CYRX (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 1,724,726 | $27.1M | 0.02% | Reduced 42% |
| First Eagle Investment Management | 2026-06-30 | 1,271,424 | $20.0M | 0.03% | Added 71% |
| D. E. Shaw & Co. | 2026-06-30 | 479,625 | $7.5M | 0.0% | Added 203% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 400,364 | $6.3M | 0.0% | Added 19% |
| Renaissance Technologies | 2026-06-30 | 372,405 | $5.8M | 0.01% | Added 1% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 155,768 | $2.4M | 0.0% | Reduced 15% |
| Two Sigma Investments | 2026-06-30 | 14,344 | $225.2K | 0.0% | New position |